UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-K
______________________

(Mark One)
☒
FORM 10-K
(Mark One)
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
For the fiscal year ended December 31, 2017
OR
☐
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to
 Commission File Number 001-37622

For the transition period from  ________ to ________
Commission File Number 001-37622
______________________
BLOCK, INC.
(Exact name of registrant as specified in its charter)
______________________
SQUARE, INC.
(Exact name of registrant as specified in its charter)
Delaware
Delaware80-0429876
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

Address Not Applicable1
(Address of principal executive offices, including zip code)

(415) 375-3176
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
1455 Market Street, Suite 600
San Francisco, CA 94103
(Address of principal executive offices, including zip code)
(415) 375-3176
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.0000001 par value per shareSQNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ý NO o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES o NO ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ý NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b‑2 of the Exchange Act. (Check one):
Large accelerated filer ý
Non-accelerated filer o (Do not check if a smaller reporting company)
Accelerated filer o
Smaller reporting company o
     Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO ý
Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒No ☐


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b‑2 of the Exchange Act.

Large accelerated filer ☒Accelerated filer ☐Non-accelerated filer ☐Smaller reporting company ☐Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of a share of the registrant’s Class A common stock on June 30, 20172021 as reported by the New York Stock Exchange on such date was approximately $6.4$95.2 billion. SharesShares of the registrant’s Class A common stock and Class B common stock held by each executive officer, director and holder of 5% or more of the outstanding Class A common stock and Class B common stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.


As of February 22, 2018,18, 2022, the number of shares of the registrant’s Class A common stock outstanding was 283,432,014518,361,474and the number of shares of the registrant's Class B common stock outstanding was 112,924,272.61,696,578.


Portions of the registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2017.2021.

1As of 2021, we do not designate a headquarters location as we have adopted a distributed work model.






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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “appears,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to, statements about our future financial performance, the impact of the COVID-19 pandemic and related public health measures on our business, customers, and employees, our expectations regarding transaction and loan losses, the adequacy of our allowance for loan losses on loans held for investment, or increased delinquencies, and the impact of inaccurate estimates or inadequate reserves, our potential exposure as a participant in the Paycheck Protection Program ("PPP"), our anticipated growth and growth strategies and our ability to effectively manage that growth, our ability to invest in and develop our products and services to operate with changing technology, the expected benefits of our anticipated expansionproducts to our customers and growth inthe impact of our products on our business, and our expectations regarding Gross Payment Volume (GPV) and revenue, including our plans for international expansion,expectations regarding the Cash App and Square ecosystems, our expectations regarding product launches, the expected impact of our recent acquisitions, the integration of Afterpay with our business, our plans with respect to patents and other intellectual property, our expectations regarding litigation and regulatory matters and the adequacy of reserves for such matters, our expectationexpectations regarding future revenue from Starbucks,share-based compensation, our expectations regarding the impacts of accounting guidance and the timing of our compliance therewith, our expectations regarding restricted cash, and the sufficiency of our cash and cash equivalents and cash generated from operations to meet our working capital and capital expenditure requirements.

We have based the forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy, and financial needs. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
All forward-looking statements are based on information and estimates available to the Company at the time of this Annual Report on Form 10-K and are not guarantees of future performance. We undertake no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required by law.



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PART I
Item 1. BUSINESS




Our Business


We started Block with the Square ecosystem in February 2009 to enable businesses (sellers)("sellers") to accept card payments, an important capability that was previously inaccessible to many businesses. However,As our company grew, we recognized that sellers also need innovativea variety of solutions to thrive and saw how we could apply our strength in technology and innovation to help sellers. We have since expanded our Square ecosystem to provide additionalmore than 30 distinct products and services to give these businesses accesssellers that help them manage and grow their business. Similarly, with Cash App, we have built an ecosystem of financial services to the same tools as large businesses. This approach aligns with ourhelp individuals manage their money. Our purpose of economic empowerment drives the development of all our products and services. Effective June 30, 2020, we changed the way we reported our results from one operating and reportable segment to two. Our two reportable segments are Square, formerly referred to as everythingSeller, and Cash App, reflecting our two primary ecosystems and the way management and our chief operating decision maker (“CODM”) review and assess the performance of our business.

On December 1, 2021, we do should give sellers accessible, affordable toolschanged our name from Square to grow theirBlock. Block is the name for the company as a corporate entity. The Square name has become synonymous with our Seller business, and this move allowed the Seller business to own the Square brand it was built for. The change to Block acknowledges our growth. Since our start in 2009, we have added Cash App, TIDAL, and TBD as businesses, and participate in the economy.name change creates room for further growth. Block is an overarching ecosystem of many businesses united by their purpose of economic empowerment, and serves many people—individuals, artists, fans, developers, and sellers.

Square isEcosystem: Square offers a cohesive commerce ecosystem that helps our sellers start, run, and grow their businesses. We combine sophisticated software, with affordable hardware, to enable sellers to turn mobile and computing devices into powerful payment and point-of-sale solutions. We have high seller acceptance rates and fast onboarding, while maintaining low risk and fraud losses as a result of our approach to risk management that emphasizes data science and machine learning. We focus on technology and designfinancial services to create products and services that are cohesive, fast, self-serve, and dependable.elegant. These attributes differentiate usSquare in a fragmented industry that traditionally forces sellers to stitch together hardware, software,products and payments services from multiple vendors.

The foundation of our ecosystem is a full service, managed payments offering. Once a seller downloads the Square Point of Sale mobile app, they can quicklyvendors, and easily takemore often than not, rely on inefficient non-digital processes and tools. Our ability to add new sellers efficiently, help them grow their first payment, because we can typically bring them onto our system in minutes. With our offering, a seller can accept payments in person via magnetic stripe (a swipe), EMV (Europay, MasterCard,business, and Visa) (a dip), or NFC (Near Field Communication) (a tap); or online via Square Invoices, Square Virtual Terminal, or the seller’s website or app. Once on our system, sellers gain accesscross-sell products and services has historically led to technologycontinued and features such as reporting and analytics, next-day settlements, digital receipts, payment dispute and chargeback management, security, and Payment Card Industry (PCI) compliance.sustained long-term growth. In the same way thatyear ended December 31, 2021, we have empowered businesses with fast, simple,processed $152.8 billion of Square Gross Payment Volume ("GPV"), which was generated by more than 3 billion card payments from 526 million payment cards. At the end of 2021, our Square ecosystem had over 261 million buyer profiles and cohesive tools, we see an opportunity with approximately 366 million items were listed on Square by sellers.

Cash App to build a similarEcosystem: Cash App provides an ecosystem of financial products and services for individuals. Currently, ourto help individuals manage their money. Cash App’s goal is to redefine the world’s relationship with money by making it more relatable, instantly available, and universally accessible. While Cash App offers individuals access to a fast, easy waystarted with the single ability to send and receive money, electronicallyit now provides an ecosystem of financial services that allows individuals to store, send, receive, spend, and frominvest their money.

TIDAL: In the second quarter of 2021, we completed the acquisition of a majority ownership interest in TIDAL, a global music and entertainment platform that expands our purpose of economic empowerment to artists. TIDAL offers an extensive catalog of more than 80 million songs and 350,000 high-quality videos. TIDAL focuses on putting both the artist experience and fan experience at the center of decisions, providing artists direct access to their audience and allowing fans deeper connections to their favorite artists through original, exclusive, and curated content and events. TIDAL has a global presence with listeners in more than 60 countries and relationships with more than 200 labels and distributors.

TBD: In the third quarter of 2021, we launched TBD with a mission to build an open developer platform to make it easier for individuals and businesses. We alsobusinesses to access bitcoin and other blockchain technologies without having to go through an institution.

Spiral: In 2019, we launched Spiral, an independent team solely focused on contributing to bitcoin open source work.

Afterpay: On January 31, 2022, we completed the acquisition of Afterpay Limited ("Afterpay"). Afterpay is a global ‘buy now, pay later’ ("BNPL") platform that facilitates commerce between retail merchants and end-customers by allowing its retail merchant clients to offer Cash Apptheir customers the ability to buy goods and services on a BNPL basis. Through the use of Afterpay’s BNPL products, end-customers can split their funds viapurchases across four installments, generally due in two-
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week increments, without paying fees (if payments are made on time). Afterpay provides end-customers the ability to get desired items now but pay for them later while simultaneously helping merchants increase sales and order values. Afterpay pays its retail merchant customers the full order value upfront (less a Visa debit card.percentage fee) and assumes the risk of non-payment from the end-customer. Apart from capped late payment fees, end-customers do not incur additional fees. Afterpay operates an online shop directory, which allows consumers to search by product category for stores that offer Afterpay as a payment option, and offers an Afterpay in-store card for in-person transactions at a merchant’s point of sale. We have also recently added functionalityintend to integrate the Afterpay BNPL platform into the Cash App and Square ecosystems, strengthening the connection between these ecosystems, expanding access to more sellers and customers, and helping drive more commerce between our sellers and customers. Afterpay will be integrated into Square’s online and in-person checkout solutions, strengthening Square’s omnichannel platform. Customers will be able to manage their installments and repayments directly within Cash App, potentially driving increased engagement, while the commerce discovery from the Afterpay App will be integrated with Cash App to enablehelp drive lead generation for merchants and customer engagement.

Response to COVID-19

In 2020 and 2021, we made certain focused investments in each of our Square and Cash App ecosystems to help our customers adapt to buyCOVID-19.

For our Square sellers, we provided resources with information and sell bitcoin.

Our commerce ecosystem also includes powerful point-of-saleadvice. We eliminated fees for our software products for the months of March and services thatApril 2020, as well as certain other months in 2020 and 2021 for markets outside the U.S., and introduced options for sellers to pause subscriptions temporarily based on their circumstances. We prioritized omnichannel product launches to help sellers make informed business decisionstransition to serving more of their customers online and through the use of analytics and reporting. As a result, sellers can manage orders, inventory, locations, employees, and payroll; engage customers and grow their sales ; and gain access to business loans through our Square Capital service. We monetize these features through either a per transaction fee, a subscription fee, or a service fee. Some of these advanced point-of-sale features are broadly applicable to our seller base and include Employee Management and Customer Engagement. We have also extended our ecosystem to serve sellers with more specific needs. Our Build with Square developer platform (application programming interface or APIs) allows businesses with individualized needs to customize their business solutions,contactless commerce, including integration with third-party applications, while processing payments on Square and taking advantage of all the services in our ecosystem. In addition, certain verticals, such as services and retail sellers, benefit from specific features such as Invoices, Appointments, and Square for Retail. We also serve sellers through Caviar, a food ordering service forcurbside pickup and delivery that helps restaurants reach newfor Square Online and a website for customers to purchase eGift Cards from sellers. We also temporarily offered our sellers free marketing campaigns to update their buyers on recent changes and increase sales without additional overhead.to promote their businesses. As a participant in the Paycheck Protection Program (PPP), we distributed loans to Square sellers. As of December 31, 2021, we had facilitated approximately $1.5 billion of PPP loans, excluding canceled loans, providing more than 150,000 loans to small businesses. As of December 31, 2021, approximately $725.9 million in the aggregate of PPP loans had been forgiven by the Small Business Administration, of which, $679.6 million was forgiven in 2021. We approved and funded the last remaining PPP applications on May 21, 2021 upon exhaustion of the funds in the program.


For our Cash App customers, we published educational materials to help them understand the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") stimulus programs. We have grown rapidlyexpanded direct deposit access to serve millionsmany of our Cash App customers, allowing customers to direct deposit government funds into their Cash App accounts. Customers could spend their funds using Cash Card and we adapted certain Boost rewards to pandemic-relevant merchants and categories (e.g. grocery stores) to benefit our customers.

Our Customers

Our Square sellers: Square sellers that represent a diverse setrange of industries including(including services, food-related, and retail services, and food-related businesses,businesses) and sizes, ranging from a single vendor at a farmers’ marketsole proprietors to multi-locationmulti-national businesses. TheseSquare sellers also span geographies, including the United States, Canada, Japan, Australia, and the United Kingdom.Kingdom, Ireland, France, and Spain. We believe the diversity of our sellers underscores the accessibility and flexibility of our offerings. InWe are also increasingly serving mid-market sellers, which we define as sellers that generate more than $500,000 in annualized GPV. Our ability to service mid-market sellers is due to our ability to offer more flexible and complex solutions as well as a growing product suite. GPV from mid-market sellers represented 37% of Square GPV in the fourth quarter of 2021, up from 30% in the fourth quarter of 2020 and 28% in the fourth quarter of 2019. For the years ended December 31, 2021, 2020 and 2019, we had no customer who accounted for greater than 5% of our GPV or our total net revenue.

The charts below show the percentage mix of our Square GPV by seller industry and seller size, excluding Cash App for the year ended December 31, 2017, we processed $65.3 billion of Gross Payment Volume (GPV), which was generated by 1.4 billion card payments from approximately 287 million payment cards. We processed $49.7 billion and $35.6 billion of GPV in 2016 and 2015, respectively.2021:

Our ability to add new sellers efficiently, and help them grow their business after they join our platform, has led to continued and sustained growth. Our existing sellers also represent a sizable opportunity to up-sell and cross-sell products and services with little incremental sales and marketing expense.




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sq-20211231_g1.jpg

Operating Metric Overview (in thousands, except for GPV, percentages and per share data)

sq-20211231_g2.jpg
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 Year Ended December 31, 2016 to 2017 2015 to 2016
 2017 2016 2015 % Change % Change
Gross Payment Volume (GPV) (in millions)$65,343
 $49,683
 $35,643
 32% 39%
Total net revenue$2,214,253
 $1,708,721
 $1,267,118
 30% 35%
Adjusted Revenue$983,963
 $686,618
 $452,168
 43% 52%
Net loss attributable to common stockholders$(62,813) $(171,590) $(212,017) 
 
Adjusted EBITDA$139,009
 $44,887
 $(41,115) 
 
Net loss per share attributable to common stockholders:         
Basic$(0.17) $(0.50) $(1.24)    
Diluted$(0.17) $(0.50) $(1.24)    
Adjusted Net Income (Loss) Per Share:         
Basic$0.30
 $0.04
 $(0.39)    
Diluted$0.27
 $0.04
 $(0.39)    
Our Cash App Customers: As of December 2021, Cash App had more than 44 million monthly transacting actives across the United States and Europe which had at least one financial transaction using any Cash App product or service. In 2021, across the iOS App Store and Google Play, Cash App was the number one finance app and the number four app overall, based on downloads in the United States. Cash App has a diverse mix of customers. In the United States, Cash App had monthly transacting actives in each of the 50 states and nearly every county as of December 2021.


Our Products and Services

Managed Payments SolutionsSquare Ecosystem:


The foundationOur Square ecosystem consists of more than 30 distinct software, hardware, and financial services products. We monetize these products through a combination of transaction, subscription, and service fees.

Software

We offer a growing suite of cloud-based software solutions to help Square sellers more effectively operate and manage their businesses. Our software is designed to be self-serve and intuitive to make initial setup and new employee training fast and easy. Our products are integrated to create a seamless experience and enable a holistic view of sales, customers, employees, and locations. Sellers get frequent software updates and upgrades automatically. Square's software offerings include our ecosystemOnline, Point of Sale, Developer Platform, Customer Relationship Management, and Team Management products.

Square's point of sale products help sellers make sales and track sales, inventory, customers’ purchase histories, and tips. All point of sale products have a free software tier without a subscription fee, which we monetize only through payments transaction fees. Among Square's point of sale products, Square Appointments, Square for Retail, and Square for Restaurants also have premium tiers with additional functionality, which we monetize through subscription fees in addition to transaction fees on payments.

•Square Point of Sale is a fullgeneral purpose point-of-sale software solution for businesses that need an easy to use, customizable point of sale solution that adapts to any business type and stage. It is available for both iOS and Android and is pre-installed on Square Register and Square Terminal hardware devices.

•Square Appointments is for appointment-based businesses that need a point-of-sale software solution with integrated booking capabilities. It can be used on iOS, Android, or via a web browser. Appointments includes a free online booking site so buyers can easily schedule appointments and select their preferred time, service, and staff member. It is also integrated with Square Assistant, an artificial intelligence enabled automated messaging tool that responds to buyers efficiently and professionally, saving sellers' time and helping prevent no-shows.

•Square for Retail is tailored for sellers in the retail industry and includes advanced inventory management, cost of goods sold reporting, purchase orders, vendor management, and barcode scanning.

•Square for Restaurants is tailored for both quick service and full-service restaurants. It includes table, order and course management, a kitchen display system, and revenue and cost reporting.

Square's online products make it easy to sell online and via social media. When used in conjunction with Square's point of sale products, sellers can offer omnichannel experiences for their customers such as buy online, pickup in store or curbside, and buy online, return in store. All online products have a free tier without a subscription fee, which we monetize only through transaction fees on payments. Square Online and Square Invoices also have premium tiers with additional functionality that is monetized via software fees in addition to transaction fees on payments.

•Square Online helps sellers across a range of verticals reach customers in more ways. It makes it easy to build a website and online store as well as sell on Instagram and Facebook. The online store is mobile responsive, delivering an app-like ordering experience on a buyer’s phone. With integrated support for QR code ordering, sellers can also streamline their in-store operations by posting the QR code and having their buyers order from their own phones. Fulfillment options include pickup, delivery managed by our sellers, and partner delivery platforms. Orders, items, inventory, and customer data stay in sync when selling both online and in-person.

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•Square Online Checkout makes it easy to sell online without a website by allowing sellers to create a checkout link with only a name and price for their good or service.

•Square Invoices is a customizable digital invoicing solution with integrated and secure online payment acceptance. This eliminates the need to print and mail statements to customers and wait for checks to arrive. Sellers use Square Invoices for upcoming, recurring, or previously-delivered goods and services, such as catering orders, contractor services, lessons, and retail orders. Square Invoices also lets sellers send estimates and collect partial payments for goods and services.

•Square Virtual Terminal allows sellers to use a computer as a card terminal. Sellers can take a payment, set up recurring billing, record sales, and send digital receipts for payments, including those made by check and bank transfer.

Square's business and customer relationship management products give sellers digital tools to streamline their operations. These tools seamlessly integrate with other Square products eliminating the latent, time-consuming, and error prone processes typically used to copy and sync data between disparate systems. We monetize these products via software fees with the exception of Square Contracts, Feedback, and Dashboard which we do not directly monetize.

•Square Team Management makes it easy to schedule staff, view team performance and sales analytics in real time, and pay employees in minutes when used together with Square Payroll. It also enables limiting access to Square software features per employee or role. The Square Team App enables team members to clock in and out, view and adjust their schedules, see timecards, hours worked, and estimated pay from their mobile phone. Team members paid via Square Payroll can also view their pay stubs in the Square Team App.

•Square Contracts helps sellers protect themselves by creating custom and template-based digital contracts with e-signature support for uses such as service agreements and liability waivers. These contracts can be used on their own or easily added to Square Invoices or Square Appointments.

•Square Loyalty, Messages, Marketing, Gift Cards, and Feedback help sellers engage with their buyers in-store and online to grow their business. By linking customer data and feedback with point-of-sale and online commerce data, Square can offer sellers integrated omnichannel loyalty, marketing and feedback. Square's closed-loop system allows sellers to easily assess performance and return on investment.

•Square Dashboard provides sellers with real-time data and insights about orders, items, inventory, customers, employees, payments, marketing, and loyalty performance. It can be used via the web or the Dashboard iOS app. This reporting enables sellers to stay informed and make timely decisions about their business from anywhere.

Finally, Square offers a developer platform including APIs (application programming interfaces) and SDKs (software development kits) that enable external developers to integrate with the Square ecosystem.

•Payment APIs support in-person, online, and mobile payments. Square Reader SDK enables developers to seamlessly integrate Square hardware with a seller’s custom point of sale, allowing them to build unique checkout experiences such as self-ordering kiosks powered by Square’s managed payments offering. Sellersservice. With Square's online payments APIs, developers can onboard tointegrate Square in minutes and, once onboarded, accept payments in person via swipe, dip, or tap ofinto a card; online via Square Virtual Terminal or the seller’s e-commerce website or app; oronline store. Square's In-App Payments SDK enables developers to build consumer mobile apps that use Square to process payments. These products are primarily monetized through the Cash App. By paying a transparent transaction fee, sellers receive technologyfees on payment volumes.

•Commerce APIs include more than 30 commerce APIs, through which developers can create and featuresmanage orders, subscriptions, product catalogs, inventory, customer profiles, employees, loyalty programs, gift cards and more in order to build applications that allow themenrich and integrate with Square's ecosystem of products. In addition, these APIs enable developers to manage the entire payment lifecycle, including reportingbuild integrations with their existing business systems such as accounting, CRM (customer relationship management), employee management, and analytics, next-day settlements (or instant settlement for an additional transaction fee via Instant Deposit), digital receipts, payment dispute and chargeback management, security, and PCI compliance. Transaction-based revenue as a percentage of GPV was 2.94%, 2.93%, and 2.95% in the years ended December 31, 2017, 2016, and 2015, respectively.ERP (enterprise resource planning) software.

Hardware

Hardware
Our affordable, custom-designed
Square custom-designs hardware that can process all major card payment forms, including magnetic stripe, EMV chip, and NFC technology.(contactless). Sellers canare able to accept cards issued by Visa, MasterCard, American Express, or Discover, for one transaction fee. Additionally,JCB,
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Interac Flash (in Canada), e-Money (in Japan), and eftpos (in Australia). Square hardware can be integrated with additional accessories such as cash drawers, receipt printers, scales, and barcode scanners to provide sellers in Canada can accept Interac Flash, and sellers in Japan can accept JCB. Ourwith a comprehensive point-of-sale solution. Square's hardware portfolio includes the following products:following:


•Magstripe reader: Our magstripe reader enables swiped transactions of magnetic stripe cards by connecting with an iOS or Android smartphone or tablet.tablet via the headphone jack or lightning connector.


•Contactless and chip reader: This reader accepts EMV chip cards and NFC payments, enabling acceptance via Apple Pay, AndroidGoogle Pay, and other mobile wallets. The reader connects wirelessly or via USB.


Chip card reader: Our chip card reader accepts EMV chip cards and enables swiped transactions of magnetic stripe cards by connecting with an iOS or Android smartphone or tablet.

•Square Stand: This hardwareStand enables an iPad to be used as a payment terminal or full point of sale solution. It features an integrated magnetic stripe reader, provides power to a connected iPad, and can connect to the contactless and chip reader wirelessly or via USB. Square Stand also connects to various peripheral devices that brick-and-mortar businesses need, such as barcode scanners and receipt printers.


Square Register: During the fourth quarter of 2017, we launched •Square Register our first is an all-in-one offering that combines our hardware, point-of-sale software, and payments technology. Square Register does not require a third-

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party mobile phone or tablet, and it contains connections for Ethernet, Wi-Fi, and a USB hub so sellers can integrate with peripheral devices. The dedicated hardware consists of two screens: a seller display and a customer display with a built-in card reader that accepts tap, dip, and swipe payments.


Software•Square Terminal is a portable, all-in-one payments device and receipt printer to replace traditional keypad terminals. It accepts tap, dip, and swipe payments and has a battery that lasts all day, enabling payments anywhere in the store.


Financial Services

Square Pointacts as both the merchant of Salerecord for the transaction as well as the payment service provider (PSP). As the merchant of record, Square is the party responsible for settling funds with the seller and helps manage transaction risk loss on behalf of the merchant. Square's position as the merchant of record helps Square better serve its sellers. For example, as the merchant of record, we can more efficiently onboard new sellers through our point-of-sale softwarewebsite, leveraging our risk assessment models, and we have insights into transaction-level data that can be downloadedwe use to an iOS or Android device, is pre-installed on Square Register, and is designed to get a seller (and their employees) up and running quickly. It consists of managed payments solutions and advanced software products, all of which are integrated with one another to provide bothinform our sellers and their buyerslaunch new products. Square has negotiated terms and entered into contractual arrangements directly with the other service providers of transaction processing services, including the acquiring processors and card networks, and indirectly with the issuing banks. These contracts include negotiated terms, such as more favorable pricing, that are generally not available to sellers if they were to contract directly with these sub-service providers.

We offer a cohesive experiencegrowing number of accessible financial services that is fast, self-serve, and dependable. Square Point of Sale includes Square Dashboard, our cloud-based reporting and analytics tool that provides sellers with real-time data and insights about sales, items, customers, and employees. This enablesmake it easier for sellers to make informed decisions about their business.manage cash flow and get faster access to funds. Financial Services includes our Managed Payments, Business Banking, and Payroll products.


Within Square Point•Managed Payments includes next-day settlements, payment dispute management, data security, and PCI compliance. Sellers can onboard in minutes and, once onboarded, accept payments in person via swipe, dip, or tap of Salea card or Square Dashboard,online via a seller can use Square Invoices to securely collect payments by creating a custom digital invoice and then sending it to their customer. Square Invoices is integrated with Customer Directory and synced across Square Point of Sale and Square Dashboard, allowing the seller to easily track invoices, sendstored card on file or payment reminders to the customer, and set recurring billing. Sellers may use Square Invoices for upcoming or previously-delivered goods and services, such as catering orders, contractor services, and retail orders.entry form. Sellers pay only a transparent transaction fee for thisour managed payment offering.

•Risk Manager gives sellers insight into online payment fraud patterns and enables them to set custom rules and alerts to manage risk. Machine learning algorithms automatically identify fraud patterns and adapt to fit a seller's operations.

•Instant Transfer enables sellers to receive funds from their payments solution.instantly or later that same day. Instant Transfer is an important tool for sellers that need faster access to their funds in order to better manage their cash flow or working capital.


For•Square Savings is a high-yield business savings account, with no monthly fees or minimums, designed to make cash flow management easier for sellers. With Square Savings, sellers can easily and automatically put aside a portion of their sales into their savings account while also organizing their money within folders, streamlining the process of saving funds for specific goals and priorities, such as quarterly tax obligations.

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•Square Checking provides sellers with a more complex business or multiple employees and/or locations, we offer additional advanced functionality. Location and employee management allows a seller to track sales by location, device, or employee; customize employee permissions; and create employee timecards. Square Payroll empowers sellers to grow by making it easy to hire, onboard, and pay wages and associated taxes for employees. Square Customer Directory, Feedback, Loyalty, and Marketing provide CRM (customer relationship management) toolsFDIC-insured account that help sellers engage their buyers to grow their business. By linking customer data with point-of-sale and transaction data, we can offer our sellers targeted marketing campaigns and a closed-loop system that allows sellers to easily assess the return on investment of their marketing efforts. We monetize all these features through either a per transaction fee, a subscription fee, or a service fee.

Additionally, we continue to build vertical solutions to better meet the needs of specific industries, such as services, retail, and food-related sellers. With our Square Appointments app, sellers in the services industry have one integrated solution from which they can create a seamless experience from booking to payment. Customers can easily schedule appointments with their preferred time, service, and staff member, and sellers can send invoicesgives them instant access to their customer’s email address. With Square for Retail, sellers insales and the retail industry have an end-to-end point-of-sale solution with sophisticated inventory management that fully integrates with our managed payments and hardware. It has a search-based user interface and fast barcode scanning; advanced inventory management that supports tens of thousands of items, cost of goods sold, purchase orders, vendor management; and employee management capabilities that allow retail sellersability to better understand their customers’ habits.

Open Developer Platform

We have opened Square to reach sellers who want access to our ecosystem but also want flexibility in their solutions to meet their individualized business needs. Build with Square is our developer platform, consisting of APIs that allow sellers and their developers to customize business solutions. Our Point-of-Sale API allows sellers to integrate any iOS or Android point of sale with Square to accept payments and access all other services in the ecosystem. This is particularly useful for sellers with highly-individualized point-of-sale needs. With our e-commerce API, sellers can integrate Square with their e-commerce website or app.

As we continue to expand Build with Square, sellers tell us they want to connect Square to more of their business systems. We have APIs for sellers to manage their item catalog more effectively, such as implementing real-time price changes at scale (e.g., for holiday promotions), and to connect their inventory to their online sales. This generates integrated reporting across sales channels, which is especially important for businesses that sell online and in person and share inventory between channels. Build with Square also has APIs for sellers to integrate Square with other business solutions such as accounting, CRM software, customer databases, employee management and ERP software. And through the Square App Marketplace, sellers can integrate Square with third-party apps, such as QuickBooks or BigCommerce, that create extensions to our point-of-sale functionality and other back office solutions, and enables sellers to integrate all of their business data.


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Cash App

Cash App is empowering individuals by providing access to the financial system, allowing customers to electronically send, store, and spend money. Individuals and businesses can sign up for a Cash App account simply usingimmediately use those funds via a debit card bank account, or credit card and an email address or a phone number. Businesses can use Cash App to accept payments from their customers (Cash for Business). Cash App originally enabled customers to send and track P2P (peer-to-peer) payments and deposit stored funds into their bank account. We have added features to provide individuals with more ways to add and spend stored funds. Customers can receive direct deposit payments (such as those(Square Debit Card), withdrawn from an employer)ATM, or ACH payments from a financial institution. And customers can use their Cash Card, a Visa debit card,transferred via ACH.

•Square Loans (formerly Square Capital) facilitates loans to make purchases or to withdraw funds at ATMs (automated teller machines).qualified Square receives a fee when customers elect to have their funds instantly deposited to their bank accounts and for transactions conducted with Cash Card or a credit card. Additionally, in the fourth quarter of 2017, we added functionality to the Cash App that enables individuals to use their stored funds to buy bitcoin. Customers can also sell their bitcoin to us. As of December 31, 2017, the value of bitcoin transactions was immaterial as was the impact of bitcoin transactions onsellers through our consolidated financial statements. In the same way that we have provided businesses with fast, simple, and cohesive tools, we see an opportunity with Cash App to build a similar ecosystem of services for individuals.

Caviar

Caviar is our food ordering platform,subsidiary Square Financial Services (“SFS”), which is another service we offer that helps sellers grow and provides a differentiated way to service restaurants, a large target market for managed payments and point-of-sale solutions. This service makes it easy for restaurants to offer food ordering, both pickup and delivery, to their customers, enabling them to expand their sales and grow revenue without additional overhead. Individuals can order food from local restaurants through the Caviar website or mobile app, which is purpose-built to make delivery and pickup fast and easy. Caviar is currently available in many U.S. markets, including but not limited to New York, San Francisco, and Philadelphia, with thousands of partner restaurants. Caviar charges consumers a delivery and service fee per order. We also charge our partner restaurants a seller fee as a percentage of total food order value.

Square Capital

Square Capital, through a partnership with an industrial bank, facilitates the offering of loans to pre-qualified sellers based on real-time payment and point-of-sale data. These customized loan offers eliminatecorporation (“ILC"). SFS began its operations in March 2021. Square Loans eliminates the lengthy (and often unsuccessful) loan application processprocess. We are able to approve sellers for the seller,these loans while facilitating prudent risk management.management by using our unique data set of a seller’s Square transactions to help facilitate loan underwriting and collections. The terms are straightforward for sellers, and once approved, they get their funds quickly, often the next business day. Sellers can use these fundsGenerally, for loans to make investments in their business, such as purchasing inventory or equipment, hiring additional employees, expanding their stores, or opening new locations.

Generally,Square sellers, loan repayment occurs automatically through a fixed percentage of every card transaction a seller takes. ByLoans are sized to be less than 20% of a seller's expected annual GPV and, by simply running their business, sellers repayhistorically have repaid their loan within an average ofin less than nine months.months on average. We currently fund a majority of these loans from arrangements with institutional third-party investors who purchase these loans on a forward-flow basis. This funding significantly increases the speed with which we can scale Square Capital services and allows us to mitigate our balance sheet and liquidity risk.

Since its public launch in May 2014, Square CapitalLoans has facilitated over 400,000more than 1.6 million loans and advances, representing $2.5 billion.more than $11.3 billion in principal amount loaned. This includes approximately $1.5 billion of Paycheck Protection Program (PPP) loans, excluding canceled loans, providing more than 150,000 loans to small businesses.



Our Sellers•Square Payroll allows sellers to pay wages and associated employee taxes, and offer employee benefits (e.g. 401(k) accounts). The Square ecosystem drives competitive differentiation for our Payroll product with the ability to use Payroll in conjunction with our point of sale products, Team Management, and Cash App.


Our sellers representCash App Ecosystem:

With Cash App, we are building an ecosystem of financial products and services that helps individuals manage their money by making it more relatable, instantly available, and universally accessible. Cash App has a diverse rangeset of industries, including retail, services,customers across demographics and food-related businesses. We serve sellers of various sizes, ranging from a single vendor at a farmers’ market to multi-location businesses. These sellers also span geographies includingdomestic regions. Cash App primarily serves customers in the United States Canada, Japan, Australia,with its breadth of products, and also provides certain services to customers in Europe, primarily with Cash App in the United Kingdom and with Verse in Spain.

Storing, Sending, and Receiving Funds

Customers can use Cash App to inflow funds in a variety of ways, including by receiving money from another Cash App customer through the app’s core peer-to-peer transfer service, by transferring money from a bank account, depositing mobile-checks, or by adding physical cash at participating retailers. We have enhanced the efficiency of peer-to-peer transfers by streamlining the onboarding process for new Cash App customers. Many Cash App accounts also have a routing number and a unique account number, which allows customers to deposit funds directly from their paychecks. These funds can then be sent to another customer through the app, spent anywhere that accepts cards or withdrawn from an ATM using the Cash Card, invested in stocks or ETFs, used to buy bitcoin, or transferred to a bank account (either instantly for a fee or for free in 1-3 days). Additionally, Cash App has made it easier for people to manage a business by enabling payments to their Cashtag, allowing higher weekly limits, and providing relevant tax reporting forms.

We are expanding Cash App’s ecosystem by reaching more customers globally. We offer cross-border payments between the United States and the United Kingdom.Kingdom, allowing customers to instantly transfer funds between these countries using real-time exchange rates with no fees.

Spending

Cash Card is a debit card that is linked directly to a customer’s Cash App balance. Customers can order a Cash Card for free and use their Cash Card anywhere that accepts cards to make purchases, drawing down from the funds stored in their Cash App balance. Square earns interchange fees when individuals make purchases with Cash Card. Customers can select new or promotional Cash Card designs for a fee.

Cash Card also offers customers discounts at certain businesses through the Cash Boost program. Cash Boost is a free and instant rewards program for Cash App customers, which offers a discount at a specific business (e.g. 10% off a purchase on DoorDash) or a discount at certain business types (e.g. grocery stores). Customers can select the Cash Boost they
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want to apply to their Cash Card through the Cash App, and the discount is instantly applied to their Cash App balance when customers make eligible transactions. Some Cash Boosts are selected and funded by Cash App, while others are funded by our partners. Costs related to the Cash Boost rewards program that are funded by Cash App are recognized as reductions to revenue.

Investing

Customers can also use Cash App to invest their funds in U.S. listed stocks and exchange-traded funds ("ETFs") or buy and sell bitcoin.

Cash App makes investing more accessible by giving customers access to hundreds of listed stocks and ETFs, as well as the ability to buy and sell bitcoin. Stocks, ETFs, or bitcoin can be purchased using the funds in a customer’s Cash App balance or from a linked debit card and once the order is filled, all investments are viewable through the Investing tab on the Cash App home screen. We believeoffer Cash App customers the diversityability to buy fractional amounts of our sellers underscoresa stock, ETF, or bitcoin starting at as little as $1, which expands access to investing to more people. For bitcoin buying and selling, we recognize revenue when customers purchase bitcoin and it is transferred to the accessibilitycustomer's account.

Commerce

    Cash App is focused on driving greater commerce between customers and flexibilitymerchants.

Launched in the third quarter of our offerings.

We are increasingly serving larger sellers, which we define as2021, Cash App Pay is a simple, mobile-friendly way for Cash App customers to pay at merchants across online and in-person channels. As of December 2021, Cash App Pay is enabled for a subset of Square sellers that generate more than $125,000 in annualized GPV. GPV from largerare using certain Square hardware and software products. With Cash App Pay, Cash App customers can pay at Square sellers represented 48% of total GPV inby simply scanning a QR code or tapping a button on their mobile device at checkout.

    Cash for Business allows business accounts to use Cash App to collect payments for their business by accepting peer-to-peer transactions for a fee.

Tax Preparation

In the fourth quarter of 2017, up from 43% in2020, we acquired Credit Karma Tax, which added a tax filing product for individuals to Cash App's ecosystem. In the fourthfirst quarter of 2016 and 39% in the fourth quarter of 2015. For the years ended December 31, 2017 and 2016,2021, we had no customer who accountedlaunched Cash App Taxes, which provides a seamless, mobile-first solution for individuals to file their taxes for free.

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for greater than 10% of our GPV or our total net revenue. For the year ended December 31, 2015, we had no customer other than Starbucks who accounted for greater than 10% of our GPV or our total net revenue.
The chart below shows the mix of our GPV by seller size:



Sales and Marketing


We haveSquare Ecosystem

Square's seller ecosystem has a strong brand and continuecontinues to increase awareness of Square and our Square ecosystem of products among sellers by enhancing our services and fostering rapid adoption through brand affinity, direct marketing, public relations, direct sales, and strategic partnerships. Our Net Promoter Score (NPS) has averaged nearly 7063 over the past four quarters, which is approximately double the average score for banking providers. Our high NPS means ourSquare sellers recommend our services to others, strengthening ourwhich we believe strengthens the Square brand and helping tohelps drive efficient customer acquisition.


Direct marketing, online and offline, has also been an effective customer acquisition channel. This includesThese tactics include online search engine optimization and marketing, online display advertising, direct mail campaigns, direct response television advertising, mobile advertising, and affiliate and seller referral programs. Total advertising costs for the years ended December 31, 2017, 2016, and 2015 were $81.9 million, $58.3 million, and $58.3 million, respectively. Additionally, Square hardware products, such as our contactless and chip reader or Square Stand, are available at over 30,000 retail stores (including Apple, Amazon, Best Buy, Staples, Target, and Walmart). Our direct sales and account management teams also contribute to the acquisition and support of larger sellers. In addition to direct channels, we work with third-party partners and developers who offer our solutions to their customers.


Our direct, ongoing interactions with our sellers help us tailor offerings to them, at scale, and in the context of their usage. We use various scalable communication channels such as email marketing, in-appin-product notifications and messaging, dashboard alerts, and Square Communities, our online forum for sellers, to increase the awareness and usage of our products and services with little incremental sales and marketing expense. Our customer support team also helps increase awareness and usage of our products as part of helping sellers address inquiries and issues.


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In addition to direct channels, we work with third-party developers and partners who offer our solutions to their customers. Partners expand our addressable market to sellers with individualized or industry-specific needs. Through the Square App Marketplace, Square partners are able to expand their own addressable market by reaching the millions of sellers using Square. As of December 31, 2021, Square had more than 800 managed partners connected to its platform.

Cash App Ecosystem

Cash App has also developed a strong brand, which can be traced back to our compelling features, self-serve experience, unique design, and engaging marketing.

Peer-to-peer transactions serve as the primary acquisition channel for Cash App. Peer-to-peer transactions have powerful network effects as every time a customer sends or requests money, Cash App can acquire a new customer or reengage an existing customer. We have enhanced the efficiency of peer-to-peer transfers by streamlining the onboarding process for Cash App, enabling customers to sign up in minutes. We offer the peer-to-peer service to our Cash App customers for free, and we consider it to be a marketing tool to encourage the usage of Cash App. We do not generate revenue on the majority of peer-to-peer transactions and for these transactions we characterize card issuance costs, peer-to-peer costs and risk loss as a sales and marketing expense.

Cash App also uses paid marketing, including referrals, advertising spend, partnerships, and social media campaigns, to expand its network by enhancing its brand, reaching new customers, and improving retention among existing customers.

Additionally, we see the launch and advertising of new Cash App features as an important way to attract new customers. Features such as Cash Card and Boost rewards, bitcoin buying and selling, investing in stocks and ETFs, cross-border payments, Cash App Pay, and a tax preparation service enhance Cash App’s utility for customers and provide reasons for individuals to try Cash App.


Product Development and Technology


We design both our Square and Cash App products and services to be cohesive, fast, self-serve, and dependable,elegant, and we organize our product teams accordingly, combining individuals from product management, development and engineering, data science, analytics, design, and design.

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product marketing. Our products and services are mobile-firstplatform-agnostic with most supporting iOS, Android, and platform-agnostic, and we are able to continuously optimize them because our hardware, software, and payments processing are integrated.web. We frequently update our software products and have a regularrapid software release schedule with improvements deployed generally twice a month, ensuring our sellers get immediate access to the latest features.regularly. Our services are built on a scalable technology platform, and we place a strong emphasis on data analytics and machine learning to maximize the efficacy, efficiency, and scalability of our services. This

In our Square ecosystem, this enables us to capture and analyze over a billionbillions of transactions per year and automate risk assessment for more than 99.95% of all transactions. Our hardware is designed and developed in-house, and we contract with third-party manufacturers for production. Our product development expenses were $321.9 million, $268.5 million and $199.6 million for the years ended December 31, 2017, 2016, and 2015, respectively.

Transaction Processing Overview

Processing card transactions requires close coordination among a number of industry participants that provide the services and infrastructure required to enable such transactions. These participants consist of payment service providers, acquiring processors, card networks, and issuing banks. Within this landscape, Square serves as a payment service provider, acting as the touch point for the seller to the rest of the payment chain. The definitions and graphic below outline this payment chain and the typical flow of a Square transaction, along with the types of fees typically paid and received at each stage.

Payment Service Provider (PSP): Provider of the payment services that holds the direct relationship with the seller and facilitates the rest of the transaction on behalf of the seller. A PSP is also the merchant of record for the transaction. The merchant of record is liable for the settlement of transactions processed and accordingly enters into contractual arrangements and negotiates terms, including pricing, with the acquiring processors and card networks. The merchant of record is also contractually responsible for settling the costs incurred in the process and is compensated by the seller for the services provided.

Acquiring Processor: Provider of the back-end technology that facilitates the flow of payment information through the Card Networks to the Issuing Bank. Our agreements with acquiring processors typically have terms of two to four years.

Card Networks (e.g. Visa, MasterCard): Provider of the infrastructure for card payment information to flow from the Acquiring Bank to the Acquiring Processor.

Issuing Bank: The financial institution that issues the buyer’s payment card.

Acquiring Bank: The financial institution associated with the Acquiring Processor.

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1.Once the buyer is ready to make a purchase, the seller inputs the transaction into the Square Point of Sale and presents the buyer with the amount owed.

2.For in-person transactions, the buyer pays by swiping or dipping their payment card, or by tapping their NFC-enabled payment card or mobile device on a Square Reader, Square Stand or Square Register, as applicable, which captures the buyer’s account information. For card not present transactions the seller can either use the customers' card on file or the card information is keyed in manually by either the buyer or seller into the Square Point of Sale app, Square Invoices, Square Virtual Terminal, or the seller's e-commerce website.

3.The Square Point of Sale sends the transaction information to Square, which acts as the PSP.

4.Square passes the transaction information to the Acquiring Processor via an internet connection. Square pays a small fixed fee per transaction to the Acquiring Processor.


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5.The Acquiring Processor routes the transaction to the appropriate Card Network affiliated with the buyer’s card such as Visa, Mastercard, Discover, or American Express. Square pays a variety of fees to the Card Network, the most significant of which are assessment fees that are typically less than 0.15% of the transaction amount.

6.The Acquiring Processor then routes the transaction through the Card Network to the Issuing Bank, which authorizes or declines the transaction for the buyer’s payment card.

7.Upon authorization, the Issuing Bank sends a notification back through the Card Network to the Square Point of Sale to inform the seller that the transaction has been successfully authorized.

8.The Square Point of Sale sends a digital receipt for the transaction to the buyer, enabling a persistent communication channel between the seller and the buyer. For example, this is how the buyer can send feedback to the seller about the service provided.

9.The Issuing Bank then triggers a disbursement of funds to the Acquiring Bank through the Card Network for the transaction amount. Square will ultimately pay the Issuing Bank an interchange fee as a percentage of the amount of the transaction plus a fixed fee per transaction, which together average between 1.5% to 2.0% of the transaction amount. However, this percentage can vary significantly based on the buyer's card type, transaction type, and transaction size.

10.Square transfers the funds to the seller’s bank account, net of the fee charged by Square. Square provides sellers with fast access to funds, typically settling with them by the business day after the date of the transaction via Automated Clearing House (ACH) transfers, or the same day via its Instant Deposit service for an additional transaction fee. Square pays a very small fee for each ACH transfer.

11.The funds are settled from the Acquiring Bank to Square, typically in one to two business days after the date of the transaction.

12.At the end of each monthly billing cycle, the Issuing Bank sends a statement to the buyer showing their monthly charges. The statement includes a reference to Square as the merchant of record on the billing statement as a prefix to the seller name (denoted as SQ).
Our Competition


Square Ecosystem

The markets in which we operateour Square ecosystem operates are competitive and evolving. Our competitors range from large, well-established vendors to smaller, earlier-stage companies.


We seek to differentiate ourselves from competitors primarily on the basis of our extensive commerce ecosystem and our focus on building remarkable products and services that are cohesive, fast, self-serve, and dependable.elegant. In addition, we differentiate ourselves by offering transparent pricing, no long-term contracts, and our ability to innovate and reshape the industries we operate in to expand access to traditionally unserved or underserved sellers. With respect to each of these factors, we believe that we compare favorably to our competitors.

For payments and point-of-sale services, we compete primarily with traditional acquiring processors and payment processors who sell costly card terminal and point-of-sale systems, often tied to long-term contracts, through direct sales or Independent Sales Organization (ISO) channels. Many competitors offer payments and point-of-sale services that have features tailored to particular industries or business types but require sellers to stitch together technology from multiple hardware, software, and payments vendors.

Some sellers may elect to use individual point-of-sale solutions from other companies Competitors that overlap with certain functions and features that we provide including:include:

•Pen and paper, manual processes, and paper currency
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•Business software providers such as those that provide point of sale, website building, inventory management, analytics,employee management, customer relationship management and marketing, e-commerce,invoicing, and appointment solutions;booking solutions

•Payment terminal vendors
•Merchant acquirers
•Banks that provide payment processing, checking, savings, loans, and payroll
•Payroll processors
•Established or new alternative lenders;lenders


Delivery service providers;Cash App Ecosystem

Cash App is our ecosystem of financial services for individuals and competes with other companies in the peer-to-peer payments, debit and prepaid cards, credit card rewards, stock trading, tax filing, digital wallet, and bitcoin exchange spaces. Our competitors include money transfer apps, prepaid debit card offerings, brokerage firms, tax firms and crypto trading services.


Peer-to-peer payment providers.We primarily compete based on our brand and the simplicity and quality of our customer experience. We invest in brand, design, and technology to keep our products fast and simple, while also improving and expanding our features.


11Human Capital



Our employees are the driving force behind our purpose of economic empowerment. Attracting, developing, and retaining top talent remain a focus in the development of our human capital programs. As of December 31, 2021, we had 8,521 full-time employees worldwide with 1,353 full-time employees outside the US. We also engage temporary employees and consultants as needed to support our operations.




We have a purpose-driven culture, with a focus on employee input and well-being, which we believe enables us to attract and retain exceptional talent. We offer learning and development programs for all employees, as well as a robust manager training program. Employees are able to actively voice their questions and thoughts through many internal channels, including our company townhall meetings and bi-annual employee engagement surveys. While we have been in support of a distributed work model for years, due to the COVID-19 pandemic we were able to increase our focus on this model more quickly. For Block, the distributed work model means that we no longer have a designated headquarters location and that for the vast majority of roles, our employees have the option to work from home or from a Block office space. Whether it be from home, in an office, or a combination of the two, we are focused on providing our employees with more flexibility. This policy has unlocked opportunities to hire and retain talent in more locations, as many employees can continue to work for us if they need or want to relocate.

A key focus of our human capital management approach is our commitment to improving inclusion and diversity. In 2021, our focus was on building sustainable systems to champion inclusion and diversity via three critical channels — growing our Communities program (employee resource groups), equipping our managers to build and lead inclusive teams, and making diversity a central component of our recruiting strategy. Each year, we publish our workforce demographics on our inclusion and diversity blog to show how far we have come, where there is room to grow, and how our workforce is evolving from multiple perspectives. The 2021 report is available at: https://squareup.com/us/en/about/diversity/workforce-data-2021. The contents of the report and our websites are not incorporated by reference into this Annual Report on Form 10-K.

From a total rewards perspective, Block offers a competitive compensation and benefits package, which we review and update each year. Our annual compensation planning coincides with our feedback cycle where employees and managers have performance conversations to facilitate learning and career development. As part of our compensation review program, we conduct pay equity analyses annually.

Intellectual Property


We seek to protect our intellectual property rights by relying on a combination of federal, state, and common law rights in the United States and other countries, as well as on contractual measures. It is our practice to enter into confidentiality, non-disclosure, and invention assignment agreements with our employees and contractors, and into confidentiality and non-disclosure agreements with other third parties, in order to limit access to, and disclosure and use of, our confidential information and proprietary technology. In addition to these contractual measures, we also rely on a
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combination of trademarks, trade dress, copyrights, registered domain names, trade secrets, and patent rights to help protect our brand and our other intellectual property.


We have developed a patent program and strategy to identify, apply for, and secure patents for innovative aspects of our products, services, and technologies where appropriate. As of December 31, 2017,In addition to our existing patents, we had 379 issued patents in force and 605 filed patent applications pending in the United States and in foreign jurisdictions relating to a variety of aspects of our technology. Our issued patents in force will expire between 2032 and 2042. We intend to file additional patent applications as we continue to innovate through our research and development efforts and to pursue additional patent protection to the extent we deem it beneficial and cost-effective.


We actively pursue registration of our trademarks, logos, service marks, trade dress, and domain names in the United States and in other jurisdictions. We are the registered holder of a variety of U.S. and international trademarks and domain names that include the term “Square”terms “Block,” “Square,” “Cash App," “Afterpay,” “Weebly," “TIDAL,” “Spiral,” “TBD,” and variations thereof.


From time to time, we also incorporate certain intellectual property licensed from third parties, including under certain open source licenses. Even if any such third-party technology did not continue to be available to us on commercially reasonable terms, we believe that alternative technologies would be available as needed in every case.


Government Regulation


Foreign and domestic laws and regulations apply to many key aspects of our business. Any actual or perceived failure to comply with these requirements may result in, among other things, revocation of required licenses or registrations, loss of approved status, private litigation, regulatory or governmental investigations, administrative enforcement actions, sanctions, civil and criminal liability, and constraints on our ability to continue to operate. It is also possible that current or future laws or regulations could be interpreted or applied in a manner that would prohibit, alter, or impair our existing or planned products and services, or that could require costly, time-consuming, or otherwise burdensome compliance measures from us.


Payments Regulation


Various laws and regulations govern the payments industry in the United States and globally. For example, certain jurisdictions in the United States require a license to offer money transmission services, such as ourCash App’s peer-to-peer payments, product, Cash App, and we maintain a license in each of those jurisdictions and comply with new license requirements as they arise. We are also registered as a “Money Services Business” with the U.S. Department of Treasury’s Financial Crimes Enforcement Network. These licenses and registrations subject us, among other things, to record-keeping requirements, reporting requirements, bonding requirements, limitations on the investment of customer funds, and inspection by state and federal regulatory agencies.


Outside the United States, we provide localized versions of some of our services to customers, including through various foreign subsidiaries. For example, in Canada, Japan, Australia and the United Kingdom, Square Point of Sale is the sole payments service we offer. The activities of those non-U.S. entities are, or may be, supervised by regulatory authorities in the jurisdictions in which they operate. For instance, we are registered withhold an Australian Financial Services License issued by the Australian Transaction ReportsSecurities and Analysis Centre (AUSTRAC), as required by anti-money laundering rules,Investments Commission to provide non-cash payments services in Australia, and we are licensed as an Authorised PaymentElectronic Money Institution to provide payments services and electronic money in the United Kingdom by the Financial Conduct Authority to provide payments servicesand in the United Kingdom.European Union by the Central Bank of Ireland and the Bank of Lithuania.


Our payments services may be or become subject to regulation by other authorities, and the laws and regulations applicable to the payments industry in any given jurisdiction are always subject to interpretation and change.


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Consumer Financial Protection


The Consumer Financial Protection Bureau and other federal, local, state, and foreign regulatory and law enforcement agencies regulate financial products and enforce consumer protection laws, including those applicable to credit, deposit, and payments services, and other similar services. These agencies have broad consumer protection mandates, and they promulgate, interpret, and enforce rules and regulations that affect our business.


Anti-Money Laundering


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We are subject to anti-money laundering (AML)("AML") laws and regulations in the United States and other jurisdictions. We have implemented an AML program designed to prevent our payments network from being used to facilitate money laundering, terrorist financing, and other illicit activity. Our program is also designed to prevent our network from being used to facilitate business in countries, or with persons or entities, included on designated lists promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Controls and equivalent applicable foreign authorities. Our AML compliance program includes policies, procedures, reporting protocols, and internal controls, including the designation of an AML compliance officer, and is designed to address these legal and regulatory requirements and to assist in managing risk associated with money laundering and terrorist financing.


Bank Regulation

We obtained approval from the Federal Deposit Insurance Corporation ("FDIC") and the Utah Department of Financial Institutions to open an industrial loan corporation ("ILC") in 2021. The opening of Square Financial Services, our ILC, in March 2021 subjects us to direct state and federal regulatory supervision and requires compliance with applicable banking regulations and requirements.

Broker-Dealer Regulation

Our subsidiary, Cash App Investing LLC ("Cash App Investing"), operates as a broker-dealer and is therefore registered with the Securities and Exchange Commission ("SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"). As a broker-dealer, Cash App Investing is subject to SEC and FINRA laws and regulations including, without limitation, how it markets its services, handles customer assets, keeps records, and reports to the SEC and FINRA. Cash App Investing is also registered in each state where we conduct business, and subject to those states’ securities laws and regulations.

Virtual Currency Regulation

We are subject to certain licensing and supervisory frameworks as a result of our Cash App offering, through which customers can use their stored funds to buy, hold and sell bitcoin, and transfer bitcoin to and from Cash App. We currently hold a New York State BitLicense. The laws and regulations applicable to virtual currency are evolving and subject to interpretation and change. Therefore, our current and future virtual currency services may be or become subject to additional licensing and regulatory requirements by other state and federal authorities.

Protection and Use of Information


We collect and use a wide variety of information for various purposes in our business, including to help ensure the integrity of our services and to provide features and functionality to our customers. This aspect of our business, including the collection, use, disclosure, and protection of the information we acquire from our own services as well as from third-party sources, is subject to laws and regulations in the United States, the European Union, and elsewhere. Accordingly, we publish our privacy policies and terms of service, which describe our practices concerning the use, transmission, and disclosure of information. As our business continues to expand in the United States and worldwide, and as laws and regulations continue to be passed and their interpretations continue to evolve in numerous jurisdictions, additional laws and regulations may become relevant to us.


Communications Regulation


We send texts, emails, and other communications in a variety of contexts, such as when providing digital receipts.receipts and marketing. Communications laws and regulations, including those promulgated by the Federal Communications Commission, apply to certain aspects of this activity in the United States and elsewhere.


Additional Developments


Various regulatory agencies in the United States and elsewhere in our international markets continue to examine a wide variety of issues that could impact our business, including products liability, import and export compliance, accessibility for the disabled, insurance, marketing, privacy, data protection, information security, and labor and employment matters. As our business continues to develop and expand, additional rules and regulations may become relevant. For example, if we choose to offer Square Payroll in more jurisdictions, additional regulations, including tax rules, will apply.

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Information about Segment
Seasonality

Historically, for our Square ecosystem transaction-based revenue has been strongest in our fourth quarter and Geographic Revenue

Information about segmentweakest in our first quarter, as our sellers typically generate additional GPV during the holiday season. Subscription and geographicservices-based revenue is set forth in Note 15 of the Notesgenerally demonstrates less seasonality than transaction-based revenue. Hardware revenue generally demonstrates less seasonality than transaction-based revenue, with most fluctuations tied to Consolidated Financial Statements under Item 8 of this Annual Report on 10-K.

Our Employees

As of December 31, 2017, we had 2,338 full-time employees. We also engage temporary employees and consultants as needed to supportperiodic product launches, promotions, or other arrangements with our operations. None of our employees are either represented by a labor union or subject to a collective bargaining agreement.retail partners. We have not historically experienced any work stoppages,meaningful seasonality with respect to total net revenue as this effect has been offset by our revenue growth. In 2020 and 2021, typical seasonality trends for the Square ecosystem were impacted as a result of the COVID-19 pandemic and subsequent shelter in-place restrictions.

Historically, our Cash App ecosystem experiences improvements in revenue and gross profit related to the distribution of government funds as customers have pulled more funds into Cash App, including during the first quarter when tax refunds are distributed. During the year ended December 31, 2021, we consider our relations with our employees tosaw a significant increase in total Cash App revenue, primarily from bitcoin revenue which contributed 57% of total consolidated net revenue in 2021, and 48% of the total increase in consolidated net revenues in 2021. The primary drivers of bitcoin revenue are customer demand and the current market price of bitcoin, and as such, may not be good.indicative of future performance and skew typical seasonality trends in the Cash App ecosystem.


Corporate Information
    

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SquareBlock was incorporated in Delaware in June 2009. OurIn 2020, we started adopting a distributed work model. As of 2021, although our real estate footprint remains intact, we no longer have a designated headquarters are located at 1455 Market Street, Suite 600, San Francisco, California 94103.location. Our telephone number is (415) 375-3176. Our website is located at www.squareup.com,www.block.xyz, and our investor relations website is located at www.squareup.com/about/investors.investors.block.xyz. The information contained in, or accessible through, our website is not part of, and is not incorporated into, this Annual Report on Form 10-K.


We use various trademarks and trade names in our business, including “Square”“Block,” “Square,” “Cash App” and Square®,“Afterpay,” which we have registered in the United States and in various other countries. This Annual Report on Form 10-K also contains trademarks and trade names of other businesses that are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks we name in this Annual Report on Form 10-K.


Available Information
    
Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are available, free of charge, on our investor relations website as soon as reasonably practicable after we file such material electronically with or furnish it to the Securities and Exchange Commission (SEC). The SEC also maintains a website that contains our SEC filings. The address of the site is www.sec.gov. Further, a copy of this Annual Report on Form 10-K is located at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330.

We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website. Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings releases, and blogs as part of our investor relations website. We have used, and intend to continue to use, our investor relations website, as well as the Twitter accounts @Square@Blocks and @SquareIR,@BlockIR, as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Further corporate governance information, including our board committee charters, code of business conduct and ethics, and corporate governance guidelines, is also available on our investor relations website under the heading “Governance Documents.” The contents of our websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.



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Item 1A. RISK FACTORS


Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before making any investment decision with respect to our securities. The risks and
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uncertainties described below may not be the only ones we face. If any of the risks actually occur, our business could be materially and adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment.


Risk Factors Summary

Our business operations are subject to numerous risks and uncertainties, including those outside of our control, that could cause our actual results to be harmed, including risks regarding the following:

Risks related to our business and our industry:
•our ability to maintain, protect, and enhance our brands;
•our participation in government relief programs set up in response to the COVID-19 pandemic;
•our ability to retain existing sellers and customers, attract new sellers and customers, and increase sales to both new and existing sellers and customers;
•our investments in our business and ability to maintain profitability;
•our efforts to expand our product portfolio and market reach;
•our ability to develop products and services to address the rapidly evolving market for payments and financial services;
•competition in our industry;
•any acquisitions, strategic investments, entries into new businesses, joint ventures, divestitures and other transactions that we may undertake;
•liabilities that may exist at Afterpay;
•the successful integration of our business with Afterpay;
•additional risks of our majority interest in TIDAL;
•expanding our business globally;
•additional risks of BNPL lending;
•additional risks of Square Banking relating to the structure of bank partnerships, and FDIC and other regulatory obligations; and
•additional risks of Square Loans related to the availability of capital, seller payments, interest rate, deposit insurance premiums, and general macroeconomic conditions.

Operational risks:
•real or perceived improper or unauthorized use of, disclosure of, or access to sensitive data;
•real or perceived security breaches or incidents or human error in administering our software, hardware, and systems;
•systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our products or services or those of our sellers;
•any inability to access our private keys required to access our bitcoins or any hack or other data loss relating to the bitcoins we hold;
•our risk management efforts;
•our dependence on payment card networks and acquiring processors;
•our reliance on third parties and their systems for a variety of services, including the processing of transaction data and settlement of funds;
•our dependence on key management and any failure to attract, motivate, and retain our employees;
•our operational, financial, and other internal controls and systems;
•any shortage, price increases, tariffs, changes, delay or discontinuation of our key components;
•our ability to accurately forecast demand for our products and adequately manage our product inventory;
•the integration of our services with a variety of operating systems and the interoperation of our hardware that enables merchants to accept payment cards with third-party mobile devices utilizing such operating systems; and
•difficulties estimating the amount payable under TIDAL's license agreements.


Economic, financial, and tax risks:
•the ongoing COVID-19 pandemic and measures intended to prevent its spread;
•a deterioration of general macroeconomic conditions;
•any inability to secure financing on favorable terms, or at all, or covenants in our existing credit agreement, the indentures, or future agreements;
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•our ability to service our convertible notes and our senior notes;
•counterparty risk with respect to our convertible note hedge transactions;
•our bitcoin investments being subject to volatile market prices, impairment, and other risks of loss;
•foreign exchange rates risks; and
•any greater-than-anticipated tax liabilities or significant valuation allowances on our deferred tax assets.

Legal, regulatory, and compliance risks:
•extensive regulation and oversight in a variety of areas of our business;
•complex and evolving regulations and oversight related to privacy and data protection;
•litigation, including intellectual property claims, government investigations or inquiries, and regulatory matters or disputes;
•obligations and restrictions as a licensed money transmitter;
•regulatory scrutiny or changes in the BNPL space;
•regulation and scrutiny of our subsidiary Cash App Investing, which is a broker-dealer registered with the SEC and a member of FINRA, including net capital and other regulatory capital requirements;
•changes to our business practices imposed by FINRA based on our ownership of Cash App Investing;
•regulation and scrutiny of our subsidiary Square Financial Services, which is a Utah state-chartered industrial bank, including the requirement that we serve as a source of financial strength to it;
•supervision and regulation of Square Financial Services, including the Dodd-Frank Act and its related regulations'
•any inability to protect our intellectual property rights; and
•assertions by third parties of infringement of intellectual property rights by TIDAL.

Risks related to ownership of our common stock:
•the dual class structure of our common stock;
•volatility of the market price of our Class A common stock;
•the dual-listing of our Class A common stock on the NYSE and our CDIs on the Australian Securities Exchange;
•our convertible note hedge and warrant transactions;
•anti-takeover provisions contained in our amended and restated certificate of incorporation, our second amended and restated bylaws, and provisions of Delaware law; and
•exclusive forum provisions in our bylaws.

Risks Related to Our Business and Our Industry


Our business depends on a strong and trusted brand, and any failureour ability to maintain, protect, and enhance our brand would hurt our business.brands.


We have developedHaving a strong and trusted brand that has contributed significantly to the success of our business. Our brand is predicated on the idea that our customers will trust us and find value in building and growing their businesses with our products and services. We believe that maintaining, promoting, and promotingenhancing the Square brand, the Cash App brand, the TIDAL brand, and our brandother brands, in a cost-effective manner is critical to achieving widespread acceptance of our products and services and expanding our base of customers. Maintaining and promoting our brandbrands will depend largely on our ability to continue to provide useful, reliable, secure, and innovative products and services, as well as our ability to maintain trust and be a technology leader. We may introduce, or make changes to, features, products, services, privacy practices, or terms of service that customers do not like, which may materially and adversely affect our brand.brands. Our brand promotion activities may not generate customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brand.brands. If we fail to successfully promote and maintain our brandbrands or if we incur excessive expenses in this effort, our business could be materially and adversely affected.


The introduction and promotion of new products and services, as well as the promotion of existing products and services, may be partly dependent on our visibility on third-party advertising platforms, such as Google, Twitter, or Facebook. Changes in the way these platforms operate or changes in their advertising prices, data use practices or other terms could make the maintenance and promotion of our products and services and our brandbrands more expensive or more difficult. If we are unable to market and promote our brandbrands on third-party platforms effectively, our ability to acquire new customers would be materially harmed. We also use retail partners to sell hardware and acquire sellers for Square. Our ability to acquire new sellers could be materially harmed if we are unable to enter into or maintain these partnerships on terms that are commercially reasonable to us, or at all.


Harm to our brandbrands can arise from many sources, including failure by us or our partners and service providers to satisfy expectations of service and quality; inadequate protection or misuse of sensitive information; fraud committed by third
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parties using our products or applications; compliance failures and claims; litigation and other claims; employee misconduct; and misconduct by our partners, service providers, or other counterparties. We have also received a significant amount of media coverage since our formation. We have also been from time to time in the past, and may in the future be, the target of incomplete, inaccurate, and misleading or false statements about our company our business, and our products and servicesbusiness that could damage our brandbrands and deter people and enterprisescustomers from adopting our services.services or our products. Any negative publicity about our industrythe industries we operate in or our company, the quality and reliability of our products and services, our risk management processes, changes to our products and services, our ability to effectively manage and resolve customer complaints, our privacy, data protection, and information security practices, litigation, regulatory activity, policy positions, and the experience of our customers with our products or services could adversely affect our reputation and the confidence in and use of our products and services. If we do not successfully maintain, a strong and trusted brand,protect or enhance our brands, our business could be materially and adversely affected.


Our participation in government relief programs set up in response to the COVID-19 pandemic, such as facilitating loans to businesses under the Paycheck Protection Program or unemployment benefits, stimulus, and child tax credit payments to individuals through Cash App, may subject us to new risks and uncertainties.

The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), the Consolidated Appropriations Act, 2021, and the American Rescue Plan Act provided for stimulus funds, called economic impact payments, to individuals, expanded eligibility for unemployment benefits, increased the amount of and extended the period for unemployment insurance benefits, and provided child tax credit payments to qualifying households. Cash App has been facilitating the payment of such stimulus funds, unemployment benefits, and child tax credit payments by offering account and routing numbers that customers can use to deposit such payments directly into their Cash App accounts and accepting cash-in deposits from prepaid cards issued by state governments. Cash App has also worked with partner banks to expand direct deposit eligibility for its customers. The federal programs were set up quickly and under difficult and unprecedented circumstances and the implementation of these programs at the federal, state, and local levels has been complex and difficult, causing them to be more susceptible to fraud, data breaches, technical difficulties, and other new and uncertain risks. Cash App’s facilitation of unemployment, stimulus, and child tax credit payments exposes us to operational, compliance, reputational, and legal risks, which could result in governmental action, litigation, or other forms of material and adverse loss. Moreover, as such stimulus measures have ended, growth in new Cash App customers may slow.

As a participant in the Paycheck Protection Program (“PPP”) administered by the Small Business Administration (“SBA”) and enacted in March 2020 under the CARES Act in response to the COVID-19 pandemic, Square Capital provided small businesses two-year or five-year PPP loans. Square Capital approved and funded the last remaining PPP loan applications in May 2021 upon exhaustion of the funds in the program. In the event that it is determined that a borrower does not qualify for loan forgiveness or if a borrower defaults on its PPP loan, Square Capital is at risk to the extent the SBA may decline to honor its guarantee or to forgive the loan due to documentation or verification errors, failure to follow regulatory requirements, or lack of adherence to underwriting standards. As a result, Square Capital’s documentation, review, underwriting, and servicing processes will be subject to scrutiny, and we could incur losses if we fail to comply with the SBA documentation and other requirements. We also may become subject to litigation arising as a result of our participation in the PPP, which could result in significant financial liability or could adversely affect our reputation. There can be no assurance that Square Capital will be successful in mitigating all of the risks associated with the PPP loans or that this lending will not have a negative impact on our business and results of operations.

As our revenue has increased, our growth rate has slowed.slowed at times in the past and may slow or decline in the future, and our growth rates in each of our reporting segments may vary. Future revenue growth depends on our ability to retain existing sellers and customers, attract new sellers and customers, and increase sales to both new and existing sellers.sellers and customers.


Our total net revenue grew from $1,267.1 million in 2015 to $1,708.7 million in 2016 and to $2,214.3 million in 2017. As our revenue has increased, our rate of revenue growth has slowed at times in the past and may decline in the future, and it may slow or decline more quickly than we expect for a variety of reasons, including the risks described in this Annual Report on Form 10-K. Additionally, our rate of revenue growth may vary between our reporting segments. For example, in recent periods our Cash App segment revenue has grown at a high rate, which has varied and may continue to vary from the growth rate of our Square segment. Our sellers and customers have no obligation to continue to use our services, and we cannot assure you that they will. We generally do not have long-term contracts with our sellers and customers, and the difficulty and costs associated with switching to a competitor may not be significant for many of our services.the services we offer. Our sellers’ payment processing activity with us may decrease for a variety of reasons, including sellers’ level of satisfaction with our products and services, the effectiveness of our support services, our pricing and the pricing and quality of competing products or services, the effects of global economic conditions, or reductions in the aggregate spending of our sellers’ customers. Growth in monthly transacting actives on Cash App and customers’ level of
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engagement with our products and services on Cash App are essential to our success and long-term financial performance. However, the growth rate of monthly transacting actives has fluctuated over time, and it may slow or decline in the future. A number of factors have affected and could potentially negatively affect Cash App customer spending levels. In addition,growth and engagement, including our ability to introduce new products and services that are compelling to our customers, the network effects of other customers choosing whether to use Cash App, technical or other problems that affect customer experience, failure to provide sufficient customer support, fraud and scams targeting Cash App customers, and harm to our reputation and brand. Further, certain events or programs, such as government stimulus programs may correlate with periods of significant growth, but such growth may not be sustainable. Additionally, the growth rate of Cash App revenue may be distorted by the prices of bitcoin, as bitcoin revenue may increase or decrease due to the price of bitcoin and may not correlate to customer or engagement growth rates.

The growth of our business depends in part on our existing sellers and customers expanding their use of our products and services. If we are unable to encourage sellers to broaden theirbroader use of our services within each ecosystem by our existing sellers and customers, our growth may slow or stop, and our business may be materially and

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adversely affected. The growth of our business also depends on our ability to attract new sellers and customers, to encourage larger sellers and customers to use our products and services, and to introduce successful new products and services. We have invested and will continue to invest in improving our Square platformbusiness in order to offer better or new features, products, and services and to adjust our product offerings to changing economic conditions, but if those features, products, services, and serviceschanges fail to be successful on the expected timeline or at all, our growth may slow or decline.


Our business hasWe have generated significant net losses in the past, and we intend to continue to invest substantially in our business. Thus, we may not be able to achieve or maintain profitability.


We    While we generated net lossesincome of $62.8$166.3 million, $171.6$213.1 million, and $212.0$375.4 million for the years ended December 31, 2017, 20162021, 2020 and 2015, respectively.

2019, respectively, we have generated significant net losses in the past. As of December 31, 2017,2021, we had an accumulated deficit of $842.7$28.0 million.

We intend to continue to make significant investments in our business, including with respect to our employee base; sales and marketing, including expenses relating to increased direct marketing efforts, referral programs, and free hardware and subsidized services;marketing; development of new products, services, and features; acquisitions; expansion of office space and other infrastructure; expansion of international operations; and general administration, including legal, finance, and other compliance expenses related to being a public company.our business. If the costs associated with acquiring and supporting new or larger sellers, attracting and supporting new Cash App customers, or with developing and supporting our products and services materially riseincrease in the future, including the fees we pay to third parties to advertise our products and services, our expenses may rise significantly. In addition, increases in our seller base could cause us to incur increased losses because costs associated with new sellers are generally incurred up front, while revenue is recognized thereafterin future periods as sellers utilize our services.products and services are used by our sellers. Moreover, businesses we acquire may have different profitability than us, which may affect our overall profitability, particularly until we are able to realize expected synergies. For example, Afterpay has generated net losses in the past. If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur significant losses and may not achieve or maintain profitability.profitability on a consistent basis.


We frequentlyFrom time to time, we have made and may make decisions that will reducehave a negative effect on our short-term operating results if we believe those decisions will improve the experiences of our customers, which we believe will improve our operating results over the long term. These decisions may not be consistent with the expectations of investors and may not produce the long-term benefits that we expect, in which case our business may be materially and adversely affected.


Our efforts to expand our product portfolio and market reach, including through acquisitions, may not succeed and may reduce our revenue growth and profitability.

While we have grown the proportion of revenue from newer products and services from each of the Cash App and Square segments and we intend to continue to broaden the scope of products and services we offer, we may not be successful in maintaining or growing our current revenue streams, or deriving any significant new revenue streams from these products and services. Failure to successfully broaden the scope of products and services that are attractive may inhibit our growth and harm our business. Furthermore, we expect to continue to expand our markets in the future, and we may have limited or no experience in such newer markets. We cannot assure you that any of our products or services will be widely accepted in any market or that they will continue to grow in revenue. Our offerings may present new and difficult technological, operational, regulatory, risks, and other challenges, and if we experience service disruptions, failures, or other issues, our business may be materially and adversely affected. For example, our Cash App products are intended to make investing in certain assets, such as bitcoin, stocks, and exchange-traded funds, more accessible. However, as a result, our customers who use these products
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may experience losses or other financial impacts due to, among other things, market fluctuations in the prices of bitcoin and stocks. If our customers are adversely affected by such risks, they may cease using the product or Cash App altogether and our business, brand, and reputation may be adversely affected. Our expansion into newer markets may not lead to growth and may require significant management time and attention, and we may not be able to recoup our investments in a timely manner or at all. If any of this were to occur, it could damage our reputation, limit our growth, and materially and adversely affect our business.

Our long-term success depends on our ability to develop products and services to address the rapidly evolving market for payments and financial services, and, if we are not able to implement successful enhancements and new features for our products and services, our business could be materially and adversely affected.

Rapid and significant technological changes continue to confront the industries in which we operate, including developments in omnichannel commerce, proximity payment devices (including contactless payments via NFC technology), digital banking, mobile financial apps, as well as developments in cryptocurrencies and in tokenization, which replaces sensitive data (e.g., payment card information) with symbols (tokens) to keep the data safe in the event that sensitive data is stolen or viewed by unauthorized third parties.

These new and evolving services and technologies may be superior to, impair, or render obsolete the products and services we currently offer or the technologies we currently use to provide them. Incorporating new technologies into our products and services may require substantial expenditures and take considerable time, and we may not be successful in realizing a return on these development efforts in a timely manner or at all. Our ability to develop new products and services may be inhibited by industry-wide standards, payment card networks, existing and future laws and regulations, resistance to change from our customers, which includes our sellers and their customers, or third parties’ intellectual property rights. Our success will depend on our ability to develop new technologies and to adapt to technological changes and evolving industry standards. If we are unable to provide enhancements and new features for our products and services or to develop new products and services that achieve market acceptance or that keep pace with rapid technological developments and evolving industry standards, our business would be materially and adversely affected.

We often rely, not only on our own initiatives and innovations, but also on third parties, including some of our competitors, for the development of and access to new technologies and development of a robust market for these new products and technologies. Failure to accurately predict or to respond effectively to developments in our industry may significantly impair our business.

In addition, because our products and services are designed to operate with a variety of systems, infrastructures, and devices, we need to continuously modify and enhance our products and services to keep pace with changes in technologies. Moreover, our success may depend on our ability to provide products and services that are tailored to specific needs and requirements of our customers. Any failure of our products and services to continue to operate effectively with third-party infrastructures and technologies could reduce the demand for our products and services, result in dissatisfaction of our customers, and materially and adversely affect our business.

Substantial and increasingly intense competition in our industry may harm our business.

We compete in markets characterized by vigorous competition, changing technology, evolving industry standards, changing customer needs, and frequent introductions of new products and services. We expect competition to intensify in the future as existing and new competitors introduce new services or enhance existing services. For example, companies not traditionally associated with the payments industry have introduced products or services that are or may become competitive with our business. We compete against many companies to attract customers across our products and services, and some of these companies have greater financial resources and substantially larger bases of customers than we do, which may provide them with significant competitive advantages. These companies may devote greater resources to the development, promotion, and sale of products and services, may achieve economies of scale due to the size of their customer bases, and may more effectively introduce their own innovative products and services that adversely impact our growth. Mergers and acquisitions by, and collaborations between, these companies may lead to even larger competitors with more resources. For example, a number of competitors offer BNPL services similar to Afterpay’s. Existing competitors and new entrants in the BNPL space may engage in aggressive consumer acquisition campaigns, develop superior technology offerings, or consolidate with other entities and achieve benefits of scale. Such competitive pressures may materially erode Afterpay’s existing market share and may hinder expansion into new markets.

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Certain sellers have long-standing exclusive, or nearly exclusive, relationships with our competitors to accept payment cards and other services that compete with what we offer. These relationships may make it difficult or cost-prohibitive for us to conduct material amounts of business with them. Competing services tied to established brands may engender greater confidence in the safety and efficacy of their services. If we are unable to differentiate ourselves from and successfully compete with our competitors, our business will be materially and adversely affected.

We may also face pricing pressures from competitors. Some competitors may offer lower prices by cross-subsidizing certain services that we also provide through other products they offer. Such competition may result in the need for us to alter our pricing and could reduce our gross profit. Also, sellers may demand more customized and favorable pricing from us, and competitive pressures may require us to agree to such pricing, reducing our gross profit. We currently negotiate pricing discounts and other incentive arrangements with certain large sellers to increase acceptance and usage of our products and services. If we continue this practice and if an increasing proportion of our sellers are large sellers, we may have to increase the discounts or incentives we provide, which could also reduce our gross profit.

Any acquisitions, strategic investments, entries into new businesses, joint ventures, divestitures, and other transactions could fail to achieve strategic objectives, disrupt our ongoing operations or result in operating difficulties, liabilities and expenses, harm our business, and negatively impact our results of operations.

In pursuing our business strategy, we routinely conduct discussions and evaluate opportunities for possible acquisitions, strategic investments, entries into new businesses, joint ventures, divestitures, and other transactions. We have in the past acquired or invested in, and we continue to seek to acquire or invest, in businesses, technologies, or other assets that we believe could complement or expand our business, including acquisitions of new lines of business that are adjacent to or outside of our existing ecosystems. As we grow, the pace and scale of our acquisitions may increase and may include larger acquisitions than we have done historically. The identification, evaluation, and negotiation of potential acquisition or strategic investment transactions may divert the attention of management and entail various expenses, whether or not such transactions are ultimately completed. There can be no assurance that we will be successful in identifying, negotiating, and consummating favorable transaction opportunities. In addition to transaction and opportunity costs, these transactions involve large challenges and risks, whether or not such transactions are completed, any of which could harm our business and negatively impact our results of operations, including risks that:

•the transaction may not advance our business strategy or may harm our growth or profitability;

•we may not be able to secure required regulatory approvals or otherwise satisfy closing conditions for a proposed transaction in a timely manner, or at all;

•the transaction may subject us to additional regulatory burdens that affect our business in potentially unanticipated and significantly negative ways;

•we may not realize a satisfactory return or increase our revenue;

•we may experience difficulty, and may not be successful in, integrating technologies, IT or business enterprise systems, culture, or management or other personnel of the acquired business;

•we may incur significant acquisition costs and transition costs, including in connection with the assumption of ongoing expenses of the acquired business;

•we may not realize the expected benefits or synergies from the transaction in the expected time period, or at all;

•we may be unable to retain key personnel;

•acquired businesses or businesses that we invest in may not have adequate controls, processes, and procedures to ensure compliance with laws and regulations, including with respect to data privacy, data protection, and data security, and our due diligence process may not identify compliance issues or other liabilities. Moreover, acquired businesses’ technology stacks may add complexity, resource constraints, and legacy technological challenges that make it difficult and time consuming to achieve such adequate controls, processes, and procedures.

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•we may fail to identify or assess the magnitude of certain liabilities, shortcomings, or other circumstances prior to acquiring or investing in a business, which could result in additional financial, legal, regulatory, or tax exposure and may subject us to additional controls, policies, procedures, liabilities, litigation, costs of compliance or remediation, or other adverse effects on our business, operating results, or financial condition;

•we may have difficulty entering into new market segments or new geographic territories;

•we may be unable to retain the customers, vendors, and partners of acquired businesses;

•there may be lawsuits or regulatory actions resulting from the transaction;

•there may be risks associated with undetected security weaknesses, cyberattacks, or security breaches or incidents at companies that we acquire or with which we may combine or partner;

•there may be local and foreign regulations applicable to the international activities of our business and the businesses we acquire; and

•acquisitions could result in dilutive issuances of equity securities or the incurrence of debt.

We may also choose to divest certain businesses or product lines. If we decide to sell assets or a business, we may have difficulty obtaining terms acceptable to us in a timely manner, or at all. Additionally, we may experience difficulty separating out portions of, or entire, businesses, incur potential loss of revenue or experience negative impact on margins, or we may not achieve the desired strategic and financial benefits. Such potential transactions may also delay achievement of our strategic objectives, cause us to incur additional expenses, potentially disrupt customer or employee relationships, and expose us to unanticipated or ongoing obligations and liabilities, including as a result of our indemnification obligations. Further, during the pendency of a divestiture, we may be subject to risks related to a decline in the business, loss of employees, customers, or suppliers and the risk that the transaction may not close, any of which would have a material adverse effect on the business to be divested and our retained business. If a divestiture is not completed for any reason, we may not be able to find another buyer on the same terms, and we may have incurred significant costs without the corresponding benefit.

Joint ventures and minority investments inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational, regulatory, and/or compliance risks associated with the joint venture or minority investment. In addition, we may be dependent on joint venture partners, controlling shareholders, management, or other persons or entities who control them and who may have business interests, strategies, or goals that are inconsistent with ours. Business decisions or other actions or omissions of the joint venture partners, controlling shareholders, management, or other persons or entities who control them may adversely affect the value of our investment, result in litigation or regulatory action against us, and may otherwise damage our reputation and brand.

Our recent acquisition of Afterpay will subject us to liabilities that may exist at Afterpay.

Our recent acquisition of Afterpay may pose special risks, including write-offs or restructuring charges, unanticipated costs, and the loss of key employees. There can be no assurance that the integration will be accomplished effectively or in a timely manner. In addition, the acquisition will subject us to liabilities that may exist at Afterpay or may arise in connection with the integration of Afterpay, some of which still may be unknown. There can be no guarantee that we are aware of all liabilities of Afterpay. These liabilities, and any additional risks and uncertainties related to the acquisition not currently known to us or that we may currently deem immaterial or unlikely to occur, could negatively impact our business, financial condition and results of operations.

The failure to integrate our business and Afterpay successfully in the expected time frame would adversely affect our future results.

The success of our acquisition of Afterpay will depend, in large part, on our ability to realize the anticipated benefits from combining our business with Afterpay. Our ability to realize these anticipated benefits depends on the successful integration of our business with Afterpay, which will be complex and time-consuming.

Potential difficulties that may be encountered in the integration process include the following:
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•challenges and difficulties associated with managing the larger, more complex, combined company;

•conforming standards, controls, procedures and policies, and compensation structures between the companies;

•integrating personnel from the two companies while maintaining focus on developing, producing and delivering consistent, high quality products and services;

•consolidating corporate and administrative infrastructures;

•coordinating geographically dispersed organizations;

•addressing possible differences in business backgrounds, corporate cultures and management philosophies;

•potential unknown liabilities and unforeseen expenses;

•our ability to deliver on our strategy, including the ability of the transaction to accelerate growth and to strengthen the integration between our Square and Cash App ecosystems; and

•the diversion of management’s attention caused by integrating the companies’ operations.

Our acquisition of a majority interest in TIDAL represents a new line of business for us and subjects us to new risks and uncertainties.

In 2021, we acquired a majority interest in TIDAL which represents a new line of business for us. We will need to continue to rely on the existing TIDAL executive team, as our management team has less experience in the music industry. TIDAL’s business is dependent on the various rights holders. We cannot provide assurances that we or TIDAL will be able to maintain or expand arrangements with partners and other third parties on acceptable terms, if at all. Further, the music industry is highly concentrated, which means we rely on a small number of entities that may take adverse actions or take advantage of their market power to pursue arduous financial or other terms that may adversely affect us or may restrict our ability to innovate and improve our streaming service. Our streaming service also competes for listeners on the basis of the presence and visibility of our app, which is distributed via app stores operated by Apple and Google. We face significant competition for listeners from these companies, which also promote their own music and content. In addition, our competitors’ streaming products may be pre-loaded or integrated into consumer electronics products or automobiles more broadly than our streaming product, which makes such competitors more visible to consumers. If we are unable to compete successfully for listeners against other media providers, then our TIDAL business may suffer.

We expect that operation of the TIDAL business will require continued investment in operating expenses, headcount, and executive time and attention, none of which will ensure that we will be successful. If we fail to successfully operate and grow our TIDAL business, we will not realize the benefits anticipated when we acquired a majority interest in the business, and any such failure could result in adverse effects on our business and financial results, including substantial impairment charges.

Expanding our business globally subjects us to new challenges and risks.

We currently offer our services and products in multiple countries and plan to continue expanding our business further globally. Our acquisition of Afterpay expanded our global presence. Expansion, whether in our existing or new global markets, will require additional resources and controls, and offering our services and products in new geographic regions often requires substantial expenditures and takes considerable time. We may not be successful enough in these new geographies to recoup our investments in a timely manner or at all. Such expansion could also subject our business to substantial risks, including:

•difficulty in attracting a sufficient number of sellers and customers;

•failure to anticipate competitive conditions and competition with service providers or other market-players that have greater experience in the local markets than we do;

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•failure to conform with applicable business customs, including translation into foreign languages, cultural context, and associated expenses;

•increased costs and difficulty in protecting intellectual property and sensitive data;

•changes to the way we do business as compared with our current operations or a lack of acceptance of our products and services;

•the ability to support and integrate with local third-party service providers;

•difficulties in staffing and managing foreign operations in an environment of diverse cultures, laws, and customs, challenges caused by distance, language, and cultural differences, and the increased travel, infrastructure, and legal and compliance costs associated with global operations;

•difficulties in recruiting and retaining qualified employees and maintaining our company culture;

•difficulty in gaining acceptance from industry self-regulatory bodies;

•compliance with multiple, potentially conflicting and changing governmental laws and regulations, including with respect to payments, data privacy, data protection, and information security;

•compliance with U.S. and foreign anti-corruption, anti-bribery, and anti-money laundering laws;

•potential tariffs, sanctions, fines, or other trade restrictions;

•exchange rate risk;

•compliance with complex and potentially conflicting and changing laws of jurisdictions where we conduct business, including tax laws;

•increased exposure to public health issues such as pandemics, and related industry and governmental actions to address these issues; and

•regional economic and political instability and other geopolitical risks.

As a result of these risks, our efforts to expand our global operations may not be successful, which could limit our ability to grow our business.

BNPL lending subjects us to increased risks related to defaults in consumer repayments of borrowings and risks related to wholesale funding sources.

Revenue generated from BNPL services depends on our ability to recoup the purchase value of the goods that consumers have purchased using our BNPL services. Although Afterpay relies on technology to assess consumers’ repayment capability for each BNPL transaction, there can be no guarantee that such processes will always accurately predict repayments. Miscalculation of consumers’ repayment ability or a material increase in repayment failures may adversely impact our results of operations, profitability and prospects.

Afterpay partly funds its BNPL services through receivables financing arrangements with financial institutions in Australia, New Zealand, the United States and the United Kingdom (collectively the “Warehouse Facilities”). Afterpay uses the Warehouse Facilities to support the funding of purchases by consumers. The terms of the Warehouse Facilities contain covenants that may be triggered in certain situations (such as non-repayments on consumer borrowings exceeding certain monetary thresholds or key management resigning), which may negatively impact Afterpay’s ability to obtain additional funding under the Warehouse Facilities. If certain events of default occur under the Warehouse Facilities, Afterpay may not be able to draw future funding from those Warehouse Facilities or the debt outstanding under the Warehouse Facilities may be accelerated.

Square Banking subjects us to risks related to bank partnerships and FDIC and other regulatory obligations.
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We have partnered, on a non-exclusive basis, with Sutton Bank, an Ohio-chartered, Member FDIC bank, to offer FDIC-insured, business checking accounts for our sellers. The bank is subject to oversight both by the Federal Deposit Insurance Corporation (“FDIC”) and the State of Ohio. Under the terms of our program agreement with Sutton Bank, checking accounts for our sellers are opened and maintained by Sutton Bank. We act as the service provider to, among other things, facilitate communication between our sellers and Sutton Bank. We believe our business checking account program, including applicable records maintained by us and Sutton Bank, complies with all applicable requirements for each participating seller’s deposits to be covered by FDIC insurance, up to the applicable maximum deposit insurance amount. However, if the FDIC were to disagree, the FDIC may not recognize sellers’ claims as covered by deposit insurance in the event Sutton Bank fails and enters receivership proceedings under the Federal Deposit Insurance Act (“FDIA”). If the FDIC were to determine that our checking account program is not covered by deposit insurance, or if Sutton Bank were to actually fail and enter receivership proceedings under the FDIA, participating sellers may withdraw their funds, which could adversely affect our brand, and our business. Due to the fact that we are a service-provider to our bank partner, we are subject to audit standards for third-party vendors in accordance with FDIC guidance and examinations by the FDIC.

Square Savings offers our sellers FDIC-insured, interest bearing savings accounts at Square Financial Services. The deposits held at Square Financial Services are insured by the FDIC up to legal limits. As a FDIC-insured institution, Square Financial Services is assessed a quarterly deposit insurance premium, calculated based on its average consolidated total assets. We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance. If there are additional bank or financial institution failures, we may be required to pay higher FDIC premiums. Any future additional assessments, increases or required prepayments in FDIC insurance premiums could reduce our profitability and negatively impact our business.

We intend to continue to explore other products, models, and structures for Square Banking. Some of those models or structures may require, or be deemed to require, additional data, procedures, partnerships, licenses, regulatory approvals, or capabilities that we have not yet obtained or developed. The licenses required in connection with our lending program and other activities related to the Square Banking program subject us to reporting requirements, bonding requirements, and inspection by applicable state regulatory agencies. Should we fail to expand and evolve Square Banking in a successful manner, or should these new products, models or structures, or new regulations or interpretations of existing regulations, impose requirements on us that are cumbersome or that we cannot satisfy, our business may be materially and adversely affected.

Square Loans are subject to additional risks related to availability of capital, seller payments, interest rate, deposit insurance premiums, and general macroeconomic conditions.

Square Loans is our commercial lending program. Square Financial Services, as the originator of the loans provided by Square Loans in the U.S., is subject to risks in addition to those described elsewhere in this Annual Report on Form 10-K. Maintaining and growing our Square Loans business is dependent on institutional third-party investors purchasing the eligible business loans originated by us. If such third parties fail to continue to purchase such business loans or reduce the amount of future loans they purchase, then we may need to reduce originations, or we would need to fund the purchase of additional business loans from our own resources. We then may have to reduce the scale of Square Financial Services, which could have a direct impact on our ability to grow. Additionally, Square Financial Services has certain customary repurchase obligations in its loan purchase and servicing agreements with such institutional third-party investors for breaches of certain eligibility representations and warranties. If third parties reduce the price they are willing to pay for these business loans or reduce the servicing fees they pay us in exchange for servicing the business loans on their behalf, then the financial performance of Square Financial Services would be harmed.

The business loans provided by Square Loans are generally unsecured obligations of our sellers, and they are not guaranteed or insured in any way. Adverse changes in macroeconomic conditions or the credit quality of our sellers could cause some sellers who utilize Square Loans to cease operating or to experience a decline in their payment processing volume, thereby rendering them unable to make payment on the business loan and/or extend the repayment period beyond the contractual repayment terms on the business loan. To the extent a seller breaches a contractual obligation, such as the requirement to make minimum payments or other breach, the seller would be liable for an accelerated business loan repayment, where our recourse is to the business and not to any individual or other asset. In addition, because the servicing fees we receive from third-party investors depend on the collectability of the business loans, if there is an increase in sellers who utilize Square Loans who are unable to make repayment of business loans, we will be unable to collect our entire servicing fee for such loans. While our exposure to loans that we sell to third parties is more limited, if the sellers who utilize
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Square Loans are unable to repay their loans, the risk of loss in our owned loan portfolio will increase and our business may be adversely affected.

In addition, adverse changes in macroeconomic conditions may lead to a decrease in the number of sellers eligible for Square Loans and may strain our ability to correctly identify such sellers or manage the risk of non-payment or fraud as servicer of the business loans. If we fail to correctly predict the likelihood of timely repayment or correctly price such business loans, our business may be materially and adversely affected.

Square Financial Services’ profitability depends, in part, on its net interest income. Net interest income is the difference between interest income earned on interest-bearing assets, such as loans and securities, and interest expense paid on interest-bearing liabilities, such as deposits and borrowed funds. Changes in interest rates and monetary policy can impact the demand for new loans, the credit profile of our borrowers, the yields earned on loans and securities, and the rates paid on deposits and borrowings. The impact of any sudden and substantial move in interest rates and/or increased competition may have an adverse effect on our business, financial condition and results of operations, as our net interest income may be adversely affected.

Operational Risks

We, our sellers, our partners, and others who use our services obtain and process a large amount of sensitive data. Any real or perceived improper or unauthorized use of, disclosure of, or access to such data could harm our reputation as a trusted brand, as well as have a material and adverse effect on our business.


We, our sellers, and our partners, including third-party vendors and data centers that we use, obtain and process large amounts of sensitive data, including data related to our sellers, theircustomers, our sellers’ customers, and their transactions, as well as other users of our services, such as Cash App and Square Payroll.transactions. We face risks, including to our reputation as a trusted brand, in the handling and protection of this data, and thesedata. These risks will increase as our business continues to expand to include new products, subsidiaries, and technologies.technologies, and as we and our third-party vendors rely on an increasingly distributed workforce. Our operations involve the storage and transmission of sensitive information of individuals and businesses using our services, including their names, addresses, social securitysecurity/tax ID numbers (or their foreign equivalents), government IDs, payment card numbers and expiration dates, bank account information, loans they have applied for or obtained, and data regarding the performance of our sellers’ businesses. We also obtain sensitive information regarding our sellers’ customers, including their contact information, payment card numbers and expiration dates, and purchase histories. Additionally, certain of our products and services are subject to the Health Insurance Portability and Accountability Act of 1996 (and the rules and regulations thereunder, as amended, including with respect to the HITECH Act) (HIPAA), and therefore we are required to take measures to safeguard protected health information of our health care entity-sellers' customers when using those products. Our services also provide third-party developers the opportunity to provide applications to sellers in the Square and Weebly app marketplaces. Sellers who choose to use such applications can grant permission allowing the applications to access content created or held by sellers in their customers.Square or Weebly account. Should our internal or third-party developers experience or cause a breach or a technological bug, that could lead to a compromise of the content of data held by such sellers, including personal data.


We have administrative, technical,Our products and physical security measuresservices operate in place,conjunction with, and we are dependent upon, third-party products and components across a broad ecosystem. There have policiesbeen and proceduresmay continue to be significant attacks on certain third-party providers, and we cannot guarantee that our or our third-party developers or vendors’ systems and networks have not been breached or that they do not contain exploitable defects or bugs that could result in placea breach of or disruption to contractually requireour systems and networks or the systems and networks of third parties that support us and our products and services. If there is a security vulnerability, error, or other bug in one of these third-party products or components and if there is a security exploit targeting them, we could face increased costs, claims and liability, proceedings and litigation, reduced revenue, or harm to whomour reputation or competitive position. The natural sunsetting of third-party products and operating systems that we transfer datause requires our personnel to implementreallocate time and maintain appropriateattention to migration and updates, during which period potential security measures. However,vulnerabilities could be exploited.

More generally, if our privacy, data protection, or data security measures or those of the previously mentioned third partiesparty developers or vendors are inadequate or are breached as a result of third-party action, employee error, malfeasance, malware, phishing, hacking attacks, system error, trickery, or otherwise compromised, and, as a result, there is improper disclosure of or someone obtains unauthorized access to or exfiltrates funds, cryptocurrencies,bitcoin, investment or sensitive information, including personally identifiable informationother assets, or protected healthother sensitive information on our systems or our partners’ systems, or if we, our third-party developers or vendors suffer a ransomware or advanced persistent threat attack, or if any of the foregoing is reported or perceived to have occurred, our reputation and business could be damaged. If the sensitive information isor assets are lost or improperly accessed, misused, disclosed, destroyed, or altered or threatened to be improperly accessed, misused, disclosed, destroyed, or altered, we could incur significant financial losses
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and costs and liability associated with remediation and the implementation of additional security measures and be subject to claims, litigation, regulatory scrutiny, and penalties, including costs associated with remediation.investigations.


Under payment card rules and our contracts with our card processors and other counterparties, if there is a breach of payment card information that we store or that is stored by our sellers or other third parties with which we do business, we could be liable to the payment card issuing banks for certain of their cost of issuing new cardscosts and other related expenses. Additionally, if our own confidential business information were improperly disclosed, our business could be materially and adversely affected. A core aspect of our business

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is the reliability and security of our payments platform.platforms. Any perceived or actual breach of security or other type of security incident, regardless of how it occurs or the extent or nature of the breach or incident, could have a significant impact on our reputation as a trusted brand, cause us to lose existing sellers or other customers, prevent us from obtaining new sellers and other customers, require us to expend significant funds to remedy problems caused by breaches and incidents and to implement measures in an effort to prevent further breaches and incidents, and expose us to legal risk and potential liability including those resulting from governmental or regulatory investigations, class action litigation, and costs associated with remediation, such as fraud monitoring.monitoring and forensics. Any actual or perceived security breach or incident at a company providing services to us or our customers could have similar effects. Further, any actual or perceived security breach or incident with respect to the bitcoin and blockchain ledger, regardless of whether such breach directly affects our products and services, could have negative reputational effects and harm customer trust in us and our products and services.


While we maintain cybersecurity insurance, our insurance may be insufficient to cover all liabilities incurred by such attacks. We cannot be certain that our insurance coverage will be adequate for data handling or data security liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, premiums, or deductibles could have a material adverse effect on our business, including our financial condition, operating results, and reputation.

Our products and services may not function as intended due to errors in our software, hardware, and systems, product defects, or due to security breaches or incidents or human error in administering these systems, which could materially and adversely affect our business.

Our software, hardware, systems, and processes may contain undetected errors or vulnerabilities that could have a material adverse effect on our business, particularly to the extent such errors or vulnerabilities are not detected and remedied quickly. We have from time to time found defects in our customer-facing software and hardware, internal systems, and technical integrations with third-party systems, and new errors or vulnerabilities may be introduced in the future. If there are such errors or defects in our software, hardware, or systems, we may face negative publicity, government investigations, and litigation. Additionally, Square relies on a limited number of component and product suppliers located outside of the U.S. to manufacture its products. As a result, our direct control over production and distribution is limited and it is uncertain what effect such diminished control will have on the quality of Square’s products. If there are defects in the manufacture of Square’s hardware products, we may face similar negative publicity, investigations, and litigation, and Square may not be fully compensated by its suppliers for any financial or other liability that it suffers as a result. As our hardware and software services continue to increase in size and complexity, and as we integrate new, acquired subsidiaries with different technology stacks and practices, these risks may correspondingly increase as well.

In addition, we provide frequent incremental releases of product and service updates and functional enhancements, which increase the possibility of errors. The products and services we provide are designed to process complex transactions and deliver reports and other information related to those transactions, all at high volumes and processing speeds. Any errors, data leaks, security breaches or incidents, disruptions in services, or other performance problems with our products or services caused by external or internal actors could hurt our reputation and damage our customers’ businesses. Software and system errors, or human error, could delay or inhibit settlement of payments, result in oversettlement, cause reporting errors, or prevent us from collecting transaction-based fees, or negatively impact our ability to serve our customers, all of which have occurred in the past. Similarly, security breaches or incidents such as cyber-attacks or identity theft could disrupt the proper functioning of our software products or services, cause errors, allow loss or unavailability of, unauthorized access to, or disclosure of, proprietary, confidential or otherwise sensitive information of ours or our customers, and other destructive outcomes. Moreover, security breaches or incidents or errors in our hardware or software design or manufacture could cause product safety issues typical of consumer electronics devices. Any of the foregoing issues could lead to product recalls and inventory shortages, result in costly and time-consuming efforts to redesign and redistribute our products, give rise to regulatory inquiries and investigations, and result in lawsuits and other liabilities and losses, which could have a material and adverse effect on our business.
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Additionally, electronic payment, hardware, and software products and services, including ours, have been, and could continue to be in the future, specifically targeted and penetrated or disrupted by hackers and other malicious actors. Because the techniques used to obtain unauthorized access to data, products, and services and to disable, degrade, or sabotage them change frequently and may be difficult to detect or remediate for long periods of time, we and our customers may be unable to anticipate these techniques or implement adequate preventative measures to stop them. If we or our sellers or other customers are unable to anticipate or prevent these attacks, our sellers' or other customers may be harmed, our reputation could be damaged, and we could incur significant liability.

Systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our products or services, or those of our sellers, could harm our business and our brand, and subject us to substantial liability.

Our systems and those of our third-party vendors, including data center facilities, may experience service interruptions, outages, cyber-attacks and security breaches and incidents, human error, earthquakes, hurricanes, floods, pandemics, fires, other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks and other geopolitical unrest, computer viruses, ransomware, and other malicious software, changes in social, political, or regulatory conditions or in laws and policies, or other changes or events. Our systems and facilities are also subject to break-ins, sabotage, and acts of vandalism. Some of our systems are not fully redundant, and our disaster-recovery planning is not sufficient for all eventualities. In addition, as a provider of payments solutions and other financial services, we are subject to increased scrutiny by regulators that may require specific business continuity and disaster recovery plans and more rigorous testing of such plans. This increased scrutiny may be costly and time-consuming and may divert our resources from other business priorities.

We have experienced and will likely continue to experience denial-of-service and other cyber-attacks, system failures, outages, security incidents, and other events or conditions that interrupt the availability, data integrity, or reduce the speed or functionality of our products and services. These events have resulted and likely will result in loss of revenue. In addition, they could result in significant expense to repair or replace damaged equipment and remedy resultant data loss or corruption. The risk of cybersecurity incidents is increasing as we experience an increase in electronic payments, e-commerce, and other online activity, and we cannot provide assurances that our preventative efforts will be successful. A prolonged interruption in the availability or reduction in the speed or other functionality of our products or services could materially harm our reputation and business. Frequent or persistent interruptions in our products and services could cause customers to believe that our products and services are unreliable, leading them to switch to our competitors or to avoid our products and services, and could permanently harm our reputation and business. Moreover, to the extent that any system failure or similar event results in damages to customers or contractual counterparties, these customers and contractual counterparties could seek compensation from us for their losses, and those claims, even if unsuccessful, would likely be time-consuming and costly for us to address.

A significant natural or man-made disaster could have a material and adverse impact on our business. Certain of our offices and data center facilities are located in the San Francisco Bay Area, a region known for seismic activity. Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated problems at our offices or data centers could result in lengthy interruptions in our services or could result in related liabilities. We do not maintain insurance sufficient to compensate us for the potentially significant losses that could result from disruptions to our services.

Significant natural or other disasters, including pandemics, could also have a material and adverse impact on our sellers or other customers, which, in the aggregate, could in turn adversely affect our results of operations.

The loss or destruction of a private key required to access our bitcoin may be irreversible. If we are unable to access our private keys or if we experience a hack or other data loss relating to the bitcoins we hold on behalf of ourselves and our customers, we and our customers may be unable to access such bitcoins and it could harm customer trust in us and our products.

Bitcoins are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet in which the bitcoins are held. While the bitcoin and blockchain ledger require a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the bitcoins held in such digital wallet. To the extent any of our private keys are lost, destroyed, or otherwise compromised and no backup of such private key is accessible, we will be unable to access the bitcoins held in the related digital wallet. Additionally, we use a third party custodian to store a portion of our bitcoins in an
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offline and air-gapped cold storage. Any inappropriate access or theft of bitcoins held by our custodian, or the custodian’s failure to maintain effective controls over the custody and other settlement services provided to us, could materially and adversely affect us. We cannot provide assurance that the digital wallets used to store our and our customers’ bitcoins will not be hacked or compromised. The bitcoin and blockchain ledger, as well as other cryptocurrencies and blockchain technologies, have been, and may in the future be, subject to security breaches or incidents, hacking, or other malicious activities. Any loss of private keys relating to, or hack or other compromise of, digital wallets used to store our customers’ bitcoins could adversely affect our customers’ ability to access or sell their bitcoins and could harm customer trust in us and our products, require us to expend significant funds for remediation, and expose us to litigation and other potential liability. Additionally, any loss of private keys relating to, or hack or other compromise of, digital wallets used by third parties to store bitcoins or other cryptocurrencies could have negative reputational effects on us and harm customer trust in us and our products. As the number of customers who use our bitcoin product has increased and the value of bitcoins we hold on behalf of such customers has grown significantly, the risks and consequences of such adverse events have increased and could materially and adversely affect our business.

Our risk management efforts may not be effective, which could expose us to losses and liability and otherwise harm our business.


We offer managed payments and other products and services to a large number of customers,customers. We have programs to vet and we are responsible for vetting and monitoringmonitor these customers and determining whether the transactions we process for them are legitimate.as part of our risk management efforts, but such programs require continuous improvement and may not be effective in detecting and preventing fraud and illegitimate transactions. When our products andpayments services are used to process illegitimate transactions, and we settle those funds to sellerscustomers and are unable to recover them, we suffer losses and liability. These typesAs a greater number of illegitimatelarger sellers use our services, our exposure to material risk losses from a single seller, or from a small number of sellers, will increase. Illegitimate transactions can also expose us to governmental and regulatory sanctions as well asenforcement actions and potentially prevent us from satisfying our contractual obligations to our third partythird-party partners, which may cause us to be in breach of our obligations. The highly automated nature of, and liquidity offered by, our payments and peer-to-peer services make us and our customers a target for illegal or improper uses, including scams and fraud directed at Cash App customers, fraudulent or illegal sales of goods or services, money laundering, and terrorist financing. Identity thieves and those committing fraud using stolen or fabricated credit card, debit card, or bank account numbers, or other deceptive or malicious practices, potentially can steal significant amounts of money from businesses like ours. In configuringours or from our payments services, we face an inherent trade-off between security and customer convenience.customers or third parties. Our risk management policies, procedures, techniques, and processes may not be sufficient to identify all of the risks to which we are exposed, to enable us to prevent or mitigate the risks we have identified, or to identify additional risks to which we may become subject in the future. As a greater number of larger sellers use our services, our exposure to material risk losses from a single seller, or from a small number of sellers, will increase. Our current business, changes due to COVID-19 and the related economic impact, and anticipated domestic and international growth will continue to place significant demands on our risk management and compliance efforts, and we will need to continue developing and improving our existing risk management infrastructure, techniques, and processes. In addition, when we introduce new services, such as Square Banking and BNPL, expand existing services, including online payment acceptance, focus on new business types,areas, including consumer financing and loans, or begin to operate in markets where we have a limited history of fraud loss, we may be less able to forecast and carry appropriate reserves inon our books for those losses. Furthermore, ifAdditionally, we recently launched Cash App Teens, making certain Cash App functions, such as Cash Card, limited peer-to-peer payments, and direct deposits available to teenagers between the ages of 13 through 17 with the authorization of a parent or guardian. The risks and the potential harm to our risk management policies and processes contain errorsreputation are magnified in instances of fraud or are otherwise ineffective,unauthorized or inappropriate transactions involving minors.

While we maintain a program of insurance coverage for various types of liabilities, we may suffer large financial losses,self-insure against certain business risks and expenses where we may be subject to civilbelieve we can adequately self-insure against the anticipated exposure and criminal liability, and our business may be materially and adversely affected.risk or where insurance is either not deemed cost-effective or unavailable.


We are currently, and will continue to be, exposed to risks associated with chargebacks and refunds in connection with payment card fraud or relating to the goods or services provided by our sellers. In the event that a billing dispute between a cardholder and a seller is not resolved in favor of the seller, including in situations where the seller engaged in fraud, the transaction is typically “charged back” to the seller and the purchase price is credited or otherwise refunded to the cardholder. The risk of chargebacks is typically greater with our sellers that promise future delivery of goods and services. Moreover, chargebacks typically increase during economic downturns due to sellers becoming insolvent or bankrupt or otherwise unable to fulfill their commitments for goods or services. Additionally, the recent global supply chain disruptions and shortages related to the COVID-19 pandemic have negatively affected sellers' ability to deliver goods and services on time or at all, which increases the risk of chargebacks. If we are unable to collect chargebacks or refunds from the seller’s account, or if the seller refuses to or is unable to reimburse us for chargebacks or refunds due to closure, bankruptcy, or other
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reasons, we, as the merchant of record, may bear the loss for the amounts paid to the cardholder. SinceWe collect and hold reserves for a limited number of sellers whose businesses are deemed higher risk in order to help cover potential losses from chargebacks and refunds, but this practice is limited and there can be no assurances that we will be successful in mitigating such losses. Our financial results would be adversely affected to the extent sellers do not fully reimburse us for the related chargebacks and refunds. Moreover, since October 2015, businesses that cannot process EMV chip cards are held financially responsible for certain fraudulent transactions conducted using chip-enabled cards. This has shifted an increased amount of the risk for certain fraudulent transactions from the issuing banks to these sellers, which has resulted in our having to seek an increased level of reimbursement for chargebacks from our sellers that do not deploy EMV-compliant card readers. Not all of the readers we offer to merchants are EMV-compliant. Our financial results would be adversely affected to the extent sellers do not fully reimburse us for the related chargebacks. We do not collect and maintain reserves from our sellers to cover these potential losses, and for customer relations purposes we sometimes decline to seek reimbursement for certain chargebacks. The risk of chargebacks is typically greater with those of our sellers that promise future delivery of goods and services, which we allow on our Square platform. If we are unable to maintain our losses from chargebacks at acceptable levels, the payment card networks could fine us, increase our transaction-based fees, or terminate our ability to process payment cards. Any increase in our transaction-based fees could damage our business, and if we were unable to accept payment cards, our business would be materially and adversely affected.

We derive a significant portion of our revenue from managed payments services. Our efforts to expand our product portfolio and market reach may not succeed and may reduce our revenue growth.

We derive a significant portion of our revenue from transaction-based fees we collect in connection with managed payments services. While we intend to continue to broaden the scope of products and services we offer, we may not be successful in deriving any significant revenue from these products and services. Failure to broaden the scope of products and services that are attractive may inhibit the growth of repeat business and harm our business, as well as increase the vulnerability of our core

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payments business to competitors offering a full suite of products and services. Furthermore, we may have limited or no experience in our newer markets. For example, we cannot assure you that If any of our productsrisk management policies and processes, including self-insurance or services outside of managed payments services willholding seller reserves, are ineffective, we may suffer large financial losses, we may be as widely accepted or that they will continuesubject to grow in revenue. These offerings may present newcivil and difficult technological, operational, regulatorycriminal liability, and other challenges, and if we experience service disruptions, failures, or other issues, our business may be materially and adversely affected. Our newer activities may not recoup our investments in a timely manner or at all. If any of this were to occur, it could damage our reputation, limit our growth, and materially and adversely affect our business.

Our success depends on our ability to develop products and services to address the rapidly evolving market for payments and point-of-sale, financial, and marketing services, and, if we are not able to implement successful enhancements and new features for our products and services, our business could be materially and adversely affected.

We expect that new services and technologies applicable to the industries in which we operate will continue to emerge and evolve. Rapid and significant technological changes continue to confront the industries in which we operate, including developments in omnichannel commerce, proximity payment devices (including contactless payments via NFC technology), as well as developments in cryptocurrencies and in tokenization, which replaces sensitive data (e.g., payment card information) with symbols (tokens) to keep the data safe in the event that it ends up in the wrong hands.

These new services and technologies may be superior to, impair, or render obsolete the products and services we currently offer or the technologies we currently use to provide them. Incorporating new technologies into our products and services may require substantial expenditures and take considerable time, and we may not be successful in realizing a return on these development efforts in a timely manner or at all. There can be no assurance that any new products or services we develop and offer to our customers will achieve significant commercial acceptance. Our ability to develop new products and services may be inhibited by industry-wide standards, payment card networks, existing and future laws and regulations, resistance to change from our customers, which includes our sellers and their buyers, or third parties’ intellectual property rights. Our success will depend on our ability to develop new technologies and to adapt to technological changes and evolving industry standards. If we are unable to provide enhancements and new features for our products and services or to develop new products and services that achieve market acceptance or that keep pace with rapid technological developments and evolving industry standards, our business would be materially and adversely affected.

The success of enhancements, new features, and products and services depends on several factors, including the timely completion, introduction, and market acceptance of the enhancements or new features, products or services. We often rely not only on our own initiatives and innovations, but also on third parties, including some of our competitors, for the development of and access to new technologies and development of a robust market for these new products and technologies. Failure to accurately predict or to respond effectively to developments in our industry may significantly impair our business.

In addition, because our products and services are designed to operate with a variety of systems, infrastructures, and devices, we need to continuously modify and enhance our products and services to keep pace with changes in mobile, software, communication, and database technologies. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely and cost-effective manner. Any failure of our products and services to continue to operate effectively with third-party infrastructures and technologies could reduce the demand for our products and services, result in dissatisfaction of our customers, and materially and adversely affect our business.

Substantial and increasingly intense competition in our industry may harm our business.

We compete in markets characterized by vigorous competition, changing technology, changing customer needs, evolving industry standards, and frequent introductions of new products and services. We expect competition to intensify in the future as existing and new competitors introduce new services or enhance existing services. We compete against many companies to attract customers, and some of these companies have greater financial resources and substantially larger bases of customers than we do, which may provide them with significant competitive advantages. These companies may devote greater resources to the development, promotion, and sale of products and services, and they may offer lower prices or more effectively introduce their own innovative products and services that adversely impact our growth. Mergers and acquisitions by these companies may lead to even larger competitors with more resources. We also expect new entrants to offer competitive products and services. Certain sellers have long-standing exclusive, or nearly exclusive, relationships with our competitors to accept payment cards and other services that we offer. These relationships may make it difficult or cost-prohibitive for us to conduct material amounts of business with them. Competing services tied to established brands may engender greater confidence in the safety and efficacy of their

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services. If we are unable to differentiate ourselves from and successfully compete with our competitors, our business will be materially and adversely affected.

We may also face pricing pressures from competitors. Some potential competitors are able to offer lower prices to sellers for similar services by cross-subsidizing their payments services through other services they offer. Such competition may result in the need for us to alter the pricing we offer to our sellers and could reduce our gross profit. In addition, as we grow, sellers may demand more customized and favorable pricing from us, and competitive pressures may require us to agree to such pricing, further reducing our gross profit. We currently negotiate pricing discounts and other incentive arrangements with certain large sellers to increase acceptance and usage of our products and services. If we continue this practice and if an increasing proportion of our sellers are large sellers, we may have to increase the discounts or incentives we provide, which could also reduce our gross profit.


We are dependent on payment card networks and acquiring processors, and any changes to their rules or practices could harm our business.


Our business depends on our ability to accept credit and debit cards, and this ability is provided by the payment card networks, including Visa, MasterCard, American Express, and Discover. In a majority of these cases, we do not directly access the payment card networks that enable our acceptance of payment cards. As a result, we must rely on banks and acquiring processors to process transactions on our behalf. Our acquiring processor agreements have terms ranging from two to six years. Our three largest such agreements expire between the first quarter of 2020 and the third quarter of 2022. These banks and acquiring processors may fail or refuse to process transactions adequately, may breach their agreements with us, or may refuse to renegotiate or renew these agreements on terms that are favorable or commercially reasonable terms.reasonable. They might also take actions that degrade the functionality of our services, impose additional costs or requirements on us, or give preferential treatment to competitive services, including their own services. If we are unsuccessful in establishing, renegotiating, or maintaining mutually beneficial relationships with these payment card networks, banks, and acquiring processors, our business may be harmed.


The payment card networks and our acquiring processors require us to comply with payment card network operating rules, including special operating rules that apply to us as a “payment service provider”facilitator” providing payment processing services to merchants. The payment card networks set these network rules and have discretion to interpret the rules and change them at any time. Changes to these network rules or how they are interpreted could have a significant impact on our business and financial results. For example, changes in the payment card network rules regarding chargebacks may affect our ability to dispute chargebacks and the amount of losses we incur from chargebacks. Any changes to or interpretations of the network rules that are inconsistent with the way we or our acquiring processors currently operate may require us to make changes to our business that could be costly or difficult to implement. If we fail to make such changes or otherwise resolve the issue with the payment card networks, the networks could fine us or prohibit us from processing payment cards. In addition, violations of the network rules or any failure to maintain good relationships with the payment card networks could impact our ability to receive incentives from them, could increase our costs, or could otherwise harm our business. If we were unable to accept payment cards or were limited in our ability to do so, our business would be materially and adversely affected.


We are required to pay interchange and assessment fees, processing fees, and bank settlement fees to third-party payment processors and financial institutions. From time to time, payment card networks have increased, and may increase in the future, the interchange fees and assessments that they charge for each transaction processed using their networks. In addition,some cases, we have negotiated favorable pricing with acquiring processors and networks that are contingent on certain business commitments and other conditions. If we fail to meet such conditions, the fees we are charged will rise. Moreover, our acquiring processors and payment card networks may refuse to renew our agreements with them on terms that are favorable, commercially reasonable, terms or at all. Interchange fees or assessments are also subject to change from time to time due to government regulation. Because we generally charge our sellers a flatstandard rate for our managed payments services, rather than passing through interchange fees and assessments to our sellers directly, any increase or decrease in interchange fees or assessments or in the fees we pay to our acquiring processors could make our pricing look less competitive, lead us to change our pricing model, or adversely affect our margins.margins, all of which could materially harm our business and financial results. Likewise, we have negotiated favorable pricing for the processing fees we pay to the payment card networks for peer-to-peer transactions on our Cash App. As such, an increase in interchange fees or assessments could raise our costs for such transactions, which could materially harm our business and financial results.


We could be, and in the past have been, subject to penalties from payment card networks if we fail to detect that sellers are engaging in activities that are illegal, contrary to the payment card network operating rules, or considered “high
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risk.” We must either prevent high-risk sellers from using our products and services or register such high-risk sellers with the payment card networks and conduct additional monitoring with respect to such high-risk sellers. Although the amount of theseAny such penalties has not been material to date, any additional penalties in the future could become material and could result in termination of our ability to accept payment cards or could require changes in our process for registering new sellers. This could materially and adversely affect our business.


Our quarterly results of operationsWe rely on third parties and operating metrics fluctuate significantly and are unpredictable and subject to seasonality, which could result in the trading price of our Class A common stock being unpredictable or declining.


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Our quarterly results of operations have historically fluctuated significantly and are not necessarily an indication of future performance. These fluctuations may be due totheir systems for a variety of factors, someservices, including the processing of which are outsidetransaction data and settlement of funds to us and our controlcustomers, and may not fully reflect the underlying performance of our business. Our limited operating history combined with the rapidly evolving markets in which we operate also contributesthese third parties’ failure to perform these fluctuations. Fluctuations in quarterly results mayservices adequately could materially and adversely affect our business.

To provide our products and services, we rely on third parties that we do not control, such as the predictabilitypayment card networks, our acquiring and issuing processors, the payment card issuers, a carrying broker, various financial institution partners, systems like the Federal Reserve Automated Clearing House, and other partners. We rely on these third parties for a variety of services, including the transmission of transaction data, processing of chargebacks and refunds, settlement of funds to our sellers, certain brokerage services, storing customer funds, authorizing payment transactions under our various card programs, originating loans to customers, and the provision of information and other elements of our services. For example, we currently rely on three acquiring processors for each of the United States, Canada, and Japan and two for each of Australia and the United Kingdom. While we believe there are other acquiring processors that could meet our needs, adding or transitioning to new providers may significantly disrupt our business and increase our costs. In the priceevent these third parties fail to provide these services adequately, including as a result of financial difficulty or insolvency, errors in their systems, outages or events beyond their control, or refuse to provide these services on terms acceptable to us or at all, and we are not able to find suitable alternatives, our Class A common stock.

Factors thatbusiness may cause fluctuationsbe materially and adversely affected. We have in our quarterly financial results include ourthe past experienced outages with third parties we have worked with, which has affected the ability to attract and retain new customers; seasonality inprocess payments for cards issued under our business or our sellers' business, including seasonal fluctuations in the amount of transactions our sellers are processing; the timing, effectiveness, and costs of expansion and upgrades of our systems and infrastructure, as well as the success of those expansions and upgrades; the outcomes of legal proceedings and claims; our ability to maintain or increase revenue, gross margins, and operating margins; our ability to continue introducing new products and services and to continue convincing customers to adopt additional offerings; increases in and timing of expenses that we may incur to grow and expand our operations and to remain competitive; period-to-period volatility related to fraud and risk losses; system failures resulting in the inaccessibility of our products and services; changes in the regulatory environment, including with respect to security, privacy, data protection or enforcement of laws and regulations by regulators, including fines, orders, or consent decrees; changes in global business or macroeconomic conditions; unusual weather conditions or natural disasters; general retail buying patterns; and the other risks described in this Annual Report on Form 10-K.own brands.


We depend on key management, as well as our experienced and capable employees, and any failure to attract, motivate, and retain our employees could harm our ability to maintain and grow our business.


Our future success is significantly dependent upon the continued service of our executives and other key employees. If we lose the services of any member of management or any key personnel, we may not be able to locate a suitable or qualified replacement, and we may incur additional expenses to recruit and train a replacement, which could severely disrupt our business and growth. Jack Dorsey, our co-founder, President, and Chief Executive Officer, also serves as Chief Executive Officer of Twitter, Inc. This may at times adversely affect his ability to devote time, attention, and effort to Square.


To maintain and grow our business, we will need to identify, attract, hire, develop, motivate, and retain highly skilled employees. Identifying, recruiting, training, integrating, and retaining qualified individualsThis requires significant time, expense, and attention. In addition, from time to time, there may be changes in our management team that may be disruptive to our business. If our management team, including any new hires that we make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business could be harmed. Competition for highly skilled personnel is intense, particularly in the San Francisco Bay Area where some of our headquartersoffices are located. We may need to invest significant amounts of cash and equity to attract and retain new employees, and we may never realize returns on these investments. Additionally, potential changes in U.S. immigration policy may make it difficult to renew or obtain visas for any highly skilled personnel that we have hired or are actively recruiting. Negative sentiments towards the United States as a result of these potential changes may also adversely affect our international recruiting efforts. Furthermore, our international expansion and our business in general may be materially adversely affected if legislative or administrative changes to immigration or visa laws and regulations impair our hiring processes or projects involving personnel who are not citizens of the country where the work is to be performed. If we are not able to add and retain employees effectively, our ability to achieve our strategic objectives will be adversely affected, and our business and growth prospects will be harmed.


If we do not continue to improve our operational, financial, and other internal controls and systems to manage growth effectively, our business could be harmed.


Our current business and anticipated growth, as well as our entry into new lines of business and our acquisitions, will continue to place significant demands on our management and other resources. In order to manage our growth effectively, we must continue to strengthen our existing infrastructure and operational procedures, enhance our internal controls and reporting systems, and ensure we timely and accurately address issues as they arise. In particular, our continued growth will increase the challenges involved in:

improving and implementing existing and developing new internal administrative infrastructure, particularly our operational, financial, communications and other internal systems and procedures;
•improving existing and developing new internal administrative infrastructure, particularly our operational, financial, communications, and other internal systems and procedures;

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installing enhanced management information and control system; and
preserving our core values, strategies, and goals and effectively communicating these to our employees worldwide.


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•successfully expanding and implementing internal controls as they relate to our new lines of business and any acquired businesses;

•installing enhanced management information and control systems; and

•preserving our core values, strategies, and goals and effectively communicating these to our employees worldwide.

These challenges have increased as we shift to a more distributed workforce. If we are not successful in developing and implementing the right processes and tools to manage our enterprise, our ability to compete successfully and achieve our business objectives could be impaired.

These efforts may require substantial financial expenditures, commitments of resources, developments of our processes, and other investments and innovations. As we grow and our business model evolves, we must balance the need for additional controls and systems with the ability to efficiently develop and launch new features for our products and services. However, it is likely that as we grow, we will not be able to launch new features, or respond to customer or market demands as quickly as a smaller, more efficient organization. If we do not successfully manage our growth, our business will suffer.


A deterioration of general macroeconomic conditions could materiallyAdditionally, our key metrics are calculated using internal company data based on the activity we measure on our platforms and adversely affect our business and financial results.

Our performance is subject to economic conditions and their impact on levels of spending by businesses and their customers. Most of the sellers that use our services are small businesses, many of which are in the early stages of their development, and these businesses may be disproportionately adversely affected by economic downturnscompiled from multiple systems, including systems that are organically developed or acquired through business combinations. There are inherent challenges and may fail at a higher rate than larger or more established businesses. If spending by their customers declines, these businesses would experience reduced sales and process fewer payments with us or, if they cease to operate, stop using our products and services altogether. Small businesses frequently have limited budgets and limited access to capital, and they may choose to allocate their spending to items other than our financial or marketing services, especiallylimitations in times of economic uncertainty or in recessions. In addition, if more of our sellers cease to operate, this may have an adverse impact not only on the growth of our payments services but also on our transaction and advance loss rates, and the success of our other services. For example, if sellers processing payments with us receive chargebacks after they cease to operate, we may incur additional losses. Additionally, the growth in the number of sellers qualifying for participation in the Square Capital program may slow, or business loans may be paid more slowly, or not at all. Further, our suppliers, distributors and other third party partners may suffer their own financial and economic challenges. Such suppliers and third parties may demand pricing accommodations, delay payment or become insolvent, which could harm our ability to meet end customer demands, collect revenue, or otherwise harm our business. Furthermore, our investment portfolio, which includes U.S. government and corporate securities, is subject to general credit, liquidity, market, and interest rate risks, which may be exacerbated by certain events that affect the global financial markets. If global credit and equity markets decline for extended periods, or if there is a downgrade of the securities within our portfolio, the investment portfolio may be adversely affected and we could determine that our investments have experienced an other-than-temporary decline in fair value, requiring impairment charges that could adversely affect our financial results. Thus, if general macroeconomic conditions deteriorate, our business and financial results could be materially and adversely affected.

We are also monitoring developments related to the decision by the U.K. government to leave the European Union (EU) following a referendum in June 2016 in which voters in the United Kingdom approved an exit from the EU (often referred to as "Brexit"), which could have significant implications for our business. In March 2017, the United Kingdom began the official process to leave the EU by April 2019. Brexit could lead to economic and legal uncertainty, including significant volatility in global stock markets and currency exchange rates, and increasingly divergent laws, regulations and licensing requirements for the Company as the United Kingdom determines which EU laws to replace or replicate. Any of these effects of Brexit, among others, could adversely affect our operations and financial results.

Expandingmeasuring our business globally could subject usat scale, and the methodologies used to new challengescalculate our key metrics inherently require some judgment. We regularly review our processes for calculating these key metrics, and risks.

We currently offer our services and products in multiple countries and planfrom time to continue expandingtime we may make adjustments to improve their accuracy or relevance. Further, as our business further globally. Expansion, whether indevelops, we may revise or cease reporting metrics if we determine that such metrics are no longer appropriate measures of our existing or new global markets, will require additional resources and controls, and offeringperformance. If investors do not consider our services in new geographic regions often requires substantial expenditures and takes considerable time. We may not be successful enough in these new geographiesreporting metrics to recoup our investments in a timely manner or at all. Such expansion could also subjectaccurately reflect our business to substantial risks, including:
difficulty in attracting a sufficient number of sellers;
failure to anticipate competitive conditions;
conformity with applicable business customs, including translation into foreign languagesor they disagree with our methodologies, our reputation may be harmed and associated expenses;
increased costs and difficulty in protecting intellectual property and sensitive data;

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changes to the way we do business as compared with our current operations or a lack of acceptance of our products and services;
the ability to support and integrate with local third-party service providers;
competition with service providers or other entrenched market-players that have greater experience in the local markets than we do;
difficulties in staffing and managing foreign operations in an environment of diverse culture, laws and customs, challenges caused by distance, language, and cultural differences, and the increased travel, infrastructure and legal and compliance costs associated with global operations;
difficulties in recruiting and retaining qualified employees and maintaining our company culture;
difficulty in gaining acceptance from industry self-regulatory bodies;
compliance with multiple, potentially conflicting and changing governmental laws and regulations, including with respect to data privacy, data protection and information security;
compliance with U.S. and foreign anti-corruption, anti-bribery and anti-money laundering laws;
potential tariffs, sanctions, fines or other trade barriers;
exchange rate risk;
compliance with potentially conflicting and changing laws of taxing jurisdictions where we conduct business and applicable U.S. tax laws, the complexity and adverse consequences of such tax laws and potentially adverse tax consequences due to changes in such tax laws; and
regional economic and political instability.
As a result of these risks, our efforts to expand our global operations may not be successful, which could limit our ability to grow our business.
We rely on third parties and their systems for a variety of services, including the processing of transaction data and settlement of funds to us and our sellers, and these third parties’ failure to perform these services adequately could materially and adversely affect our business.

To provide our managed payments solution and other products and services, we rely on third parties that we do not control, such as the payment card networks, our acquiring processors, the payment card issuers, various financial institution partners (including those for Square Capital and Cash App), systems like the Federal Reserve Automated Clearing House, and other partners. We rely on these third parties for a variety of services, including the transmission of transaction data, processing of chargebacks and refunds, settlement of funds to our sellers, and the provision of information and other elements of our services. For example, we currently rely on three acquiring processors in the United States, Canada and Japan and two for each of Australia and the United Kingdom. While we believe there are other acquiring processors that could meet our needs, adding or transitioning to new providers may significantly disrupt our business and increase our costs. In the event these third parties fail to provide these services adequately, including as a result of financial difficulty or insolvency, errors in their systems or events beyond their control, or refuse to provide these services on terms acceptable to us or at all, and we are not able to find suitable alternatives, our business may be materially and adversely affected.impacted.

In addition, we use third-party technology and systems for a variety of our day-to-day business operations. Although we have developed systems and processes that are designed to prevent data loss and other security breaches, including systems and processes designed to reduce the impact of a security breach at a third-party vendor, such measures cannot provide absolute security.

Our services must integrate with a variety of operating systems, and the hardware that enables merchants to accept payment cards must interoperate with third-party mobile devices utilizing those operating systems. If we are unable to ensure that our

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services or hardware interoperate with such operating systems and devices, our business may be materially and adversely affected.

We are dependent on the ability of our products and services to integrate with a variety of operating systems, as well as web browsers that we do not control. Any changes in these systems that degrade the functionality of our products and services, impose additional costs or requirements on us, or give preferential treatment to competitive services, including their own services, could materially and adversely affect usage of our products and services. In addition, we rely on app marketplaces, such as the Apple App Store and Google Play, to drive downloads of our mobile app. Apple, Google, or other operators of app marketplaces regularly make changes to their marketplaces, and those changes may make access to our products and services more difficult. In the event that it is difficult for our customers to access and use our products and services, our business may be materially and adversely affected. Furthermore, Apple, Google, or other operators of app marketplaces regularly provide software updates, and such software updates may not operate effectively with our products and services, which may reduce the demand for our products and services, result in dissatisfaction by our customers, and may materially and adversely affect our business.

In addition, our hardware interoperates with mobile devices developed by third parties. For example, the current version of our magstripe reader plugs into the audio jack of most smartphones and tablets. In September 2016, Apple introduced the iPhone 7, which does not have an audio jack, and instead Apple provided an adapter that can be inserted into a connectivity port, and subsequent models have operated the same. This change and other potential changes in the design of future mobile devices may limit the interoperability of our hardware and software with such devices and require modifications to our hardware or software. If we are unable to ensure that our hardware and software continue to interoperate effectively with such devices, if doing so is costly, or if existing merchants decide not to utilize additional parts necessary for interoperability, our business may be materially and adversely affected.


Many of our key components are procured from a single or limited number of suppliers. Thus, we are at risk of shortage, price increases, tariffs, changes, delay, or discontinuation of key components, which could disrupt and materially and adversely affect our business.


Many of the key components used to manufacture our products, such as the custom parts of our magstripe reader including its magnetic stripe-reading element, its plastic cover, and its application-specific integrated circuits, come from limited or single sources of supply, as do the plastic cover, connector, and security cage of our contactless and chip reader.supply. In addition, in some cases, we rely only on one manufacturer to fabricate, test, and assemble our products. For example, a single manufacturer assembles our magstripe reader and our contactless and chip reader, as well as manufactures those products’ plastic parts with custom tools that we own but that they maintainthe manufacturer maintains on theirits premises. The term of the agreement with that manufacturer automatically renews for consecutive one-year periods unless either party provides notice of non-renewal. In general, our contract manufacturers fabricate or procure components on our behalf, subject to certain approved procedures or supplier lists, and we do not have firm commitments from all of these manufacturers to provide all components, or to provide them in quantities and on timelines that we may require. For example, pursuant to a development and supply agreement, a component supplier provides design, development, customization, and related services for components of the magnetic stripe-reading element in some of our products. The term of the agreement renews for successive two-year termsconsecutive one-year periods unless either party provides notice of non-renewal. Similarly, a component provider develops certain application-specific integrated circuits for our products pursuant to our designs and specifications. The term of our agreement with this provider renews for consecutive one-year periodssuccessive two-year terms unless either party provides notice of non-renewal.


Due to our reliance on the components or products produced by suppliers such as these, we are subject to the risk of shortages and long lead times or other disruptions in the supply of certain components or products. We are still in the process of identifyingOur ongoing efforts to identify alternative manufacturers for the assembly of our products and for mostmany of the single-sourced components used in our products.products may not be successful. In the case of off-the-shelf components, we are subject to the risk that our suppliers may discontinue or modify them, or that the components may cease to be available on commercially reasonable terms, or at all. We have in the past experienced, and may in the future experience, component shortages or delays or other problems in product assembly, and the availability of these components or products may be difficult to predict. For example, our manufacturers may experience temporary or permanent disruptions in their manufacturing operations due to equipment breakdowns, labor strikes or shortages, natural disasters, the occurrence of a contagious disease or illness, component or material shortages, cost increases, acquisitions, insolvency, bankruptcy, business shutdowns, trade restrictions, changes in legal or regulatory requirements, or other similar problems. The current global supply chain disruptions and shortages, in particular with respect to integrated circuits, have affected our supply chain and resulted in low levels of inventory for some of our hardware products. We therefore may be unable to timely fulfill orders for some hardware products. These hardware

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shortages could negatively affect our ability to serve and acquire sellers, and if such shortages continue for an extended period of time, could materially and adversely impact our financial results.

Additionally, various sources of supply-chain risk, including strikes or shutdowns at delivery ports or loss of or damage to our products while they are in transit or storage, intellectual property theft, losses due to tampering, third-party vendor issues with quality or sourcing control, failure by our suppliers to comply with applicable laws and regulation, potential tariffs or other trade restrictions, or other similar problems could limit or delay the supply of our products or harm our reputation. In the event of a shortage or supply interruption from

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suppliers of these components, such as the current global shortage of integrated circuits, we may not be able to develop alternate sources quickly, cost-effectively, or at all. Any interruption or delay in manufacturing, component supply, any increases in component costs, or the inability to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to provide our products to sellers on a timely basis.basis or impact our cost of goods sold. This could harm our relationships with our sellers, prevent us from acquiring new sellers, and materially and adversely affect our business.


Some of our hardware devices manufactured in China are subject to 25% tariffs when imported to the United States, while some other hardware devices are subject to tariffs at 7.5%. These tariffs negatively affect the gross margin on the impacted products, which only partially has been offset by adjustments to the prices of some of the affected products. Any future tariffs and actions related to items imported from China or elsewhere could also negatively impact our gross margin on the impacted products, and increases in our pricing as a result of tariffs would reduce the competitiveness of our products if our competitors do not make similar pricing adjustments. The impact of any increased or new tariffs or other trade restrictions could have a material and adverse effect on our business, financial condition, and results of future operations.

Our business could be harmed if we are unable to accurately forecast demand for our products and to adequately manage our product inventory.


We invest broadly in our business, and such investments are partially driven by our expectations of the future success of a product. For example, our products such as the Square Reader often require investments with long lead times. An inability to correctly forecast the success of a particular product could harm our business. We must forecast inventory needs and expenses and place orders sufficiently in advance with our third-party suppliers and contract manufacturers based on our estimates of future demand for particular products. Our ability to accurately forecast demand for our products could be affected by many factors, including an increase or decrease in demand for our products or for our competitors’ products, unanticipated changes in general market or economic conditions, and the change in economic conditions.business closures and other actions taken to combat COVID-19.


If we underestimate demand for a particular product, our contract manufacturers and suppliers may not be able to deliver sufficient quantities of that product to meet our requirements, and we may experience a shortage of that product available for sale or distribution. The shortage of a popular product could materially and adversely affect our brand, our seller relationships, and the acquisition of additional sellers. If we overestimate demand for a particular product, we may experience excess inventory levels for that product and the excess inventory may become obsolete or out-of-date. Inventory levels in excess of demand may result in inventory write-downs or write-offs and the sale of excess inventory at further discounted prices, which could negatively impact our gross profit and our business.


Our services must integrate with a variety of operating systems, and the hardware that enables merchants to accept payment cards must interoperate with third-party mobile devices utilizing those operating systems. If we are unable to ensure that our services or hardware interoperate with such operating systems and devices, our business may be materially and adversely affected.

We are dependent on the ability of our products and services to integrate with a variety of operating systems, as well as web browsers, that we do not control. Any changes in these systems that degrade the functionality of our products and services, impose additional costs or requirements on us, or give preferential treatment to competitive services, including their own services, could materially and adversely affect usage of our products and services. In addition, we rely on app marketplaces, such as the Apple App Store and Google Play, to drive downloads of our mobile apps. Apple, Google, or other operators of app marketplaces regularly make changes to their marketplaces, and those changes may make access to our products and services more difficult. In the event that it is difficult for our customers to access and use our products and services, our business may be materially and adversely affected. Furthermore, Apple, Google, or other operators of app marketplaces regularly provide software updates, and such software updates may not functionoperate effectively with our products and services, which may reduce the demand for our products and services, result in dissatisfaction by our customers, and may materially and adversely affect our business.
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In addition, Square hardware interoperates with wired and wireless interfaces to mobile devices developed by third parties. For example, the current versions of Square’s magstripe reader plug into an audio jack or a Lightning connector. The use of these connection types could change, and such changes and other potential changes in the design of future mobile devices could limit the interoperability of our hardware and software with such devices and require modifications to our hardware or software. If we are unable to ensure that our hardware and software continue to interoperate effectively with such devices, if doing so is costly, or if existing merchants decide not to utilize additional parts necessary for interoperability, our business may be materially and adversely affected.

Our TIDAL services depend upon maintaining complex licenses with copyright owners, and it is difficult to estimate the amount payable under our license agreements.

Under TIDAL’s license agreements and relevant statutes, we must pay all required royalties to record labels, music publishers, and other copyright owners in order to stream, distribute, and display content. The determination of the amount and timing of such payments is complex and subject to a number of variables, including the type of content accessed, the country in which it is accessed, the service tier such content is streamed on, the identity of the license holder to whom royalties are owed, the current size of our subscriber base, the applicability of any most favored nations provisions, and any applicable fees, waivers, and discounts, among other variables.

We also expect to implement new internal controls related to the TIDAL business in addition to the existing controls TIDAL currently maintains. If we fail to implement and maintain effective controls relating to rights holder liabilities, we may underpay/under-accrue or overpay/over-accrue the royalty amounts payable to record labels, music publishers, and other copyright owners. Failure to accurately pay our royalties may damage our business relationships, our reputation, and adversely affect our business, operating results, and financial condition.

Economic, Financial, and Tax Risks

The ongoing COVID-19 pandemic and measures intended to prevent its spread may have a material and adverse effect on our business and results of operations.

Global health concerns relating to the COVID-19 pandemic and related government actions taken to reduce the spread of the virus have been weighing on the macroeconomic environment, and the pandemic has increased economic uncertainty and reduced economic activity. Small businesses, which constitute a large part of our sellers, have been impacted particularly hard. The pandemic has resulted in government authorities and businesses implementing numerous measures to try to contain the virus, such as intended duetravel bans and restrictions, quarantines, shelter in place or total lock-down orders, school closures, and business limitations and shutdowns. Such measures have at times negatively impacted consumer and business spending. Further, the pandemic has contributed to errorsworldwide supply chain disruption, which has adversely affected, and is expected to continue to adversely affect, businesses and the economy. In addition, inflation in light of the economic recovery has impacted and may continue to impact consumer spending and the economy as a whole.

The pandemic has caused us to modify our business practices to help minimize the risk of the virus to our employees, our customers, and the communities in which we participate, which could negatively impact our business. We continue to permit employees to work remotely. As the availability of vaccines has increased, we have gradually begun a phased reopening of our offices. Where local health guidelines permit, vaccinated employees have been allowed to return to offices on a voluntary basis in the U.S. We continue to employ additional safety measures in our software, hardware,offices, including enhanced cleaning and systems, product defects,sanitation, limiting external guests visiting our offices, and holding most meetings and events virtually. Local conditions may require us to move back under more restrictive guidelines, which could include mandatory remote work and additional safety measures. Given the continually evolving situation, there is no certainty that the measures we have taken will be sufficient to mitigate the risks posed by the virus.

The extent to which the COVID-19 pandemic continues to impact our business, results of operations, and financial condition will depend on developments that remain uncertain and difficult to predict, including, but not limited to, the duration and spread of the pandemic, the existence of new variants and mutations of the virus and their severity, the actions to contain the virus or duetreat its impact, the availability, distribution and efficacy of vaccines, and how quickly and to security breacheswhat extent normal economic and operating conditions resume. Even after the COVID-19 pandemic has subsided, we may experience material and adverse impacts to our business as a result of the virus’s global economic impact, including the availability of credit, bankruptcies or human error in administering these systems, whichinsolvencies of customers, and recession or economic downturn.
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A deterioration of general macroeconomic conditions could materially and adversely affect our business.business and financial results.


Our software, hardware,performance is subject to economic conditions and systemstheir impact on levels of spending by businesses and individuals. Most of the sellers that use our services are small businesses, many of which are in the early stages of their development, and these businesses are often disproportionately adversely affected by economic downturns and may fail at a higher rate than larger or more established businesses. In fact, small businesses have been, and continue to be, disproportionately affected by the COVID-19 pandemic and the related measures taken by governments and private industry to protect the public health such as stay-at-home orders. Some businesses are experiencing reduced sales and are processing fewer payments with us. If these small businesses cease to operate, they will likely stop using our products and services altogether. Small businesses frequently have limited budgets and limited access to capital, and they may choose to allocate their spending to items other than our financial or marketing services, especially in times of economic uncertainty or in recessions. In addition, if more of our sellers cease to operate, this may have an adverse impact not only on the growth of our payments services but also on our transaction and advance loss rates, and the success of our other services. For example, if sellers processing payments with Square receive chargebacks after they cease to operate, we may incur additional losses. Additionally, the growth in the number of Square sellers qualifying for participation in the Square Loans program may slow, or business loans may be paid more slowly, or not at all. In addition, as we expand our business to offer consumer financing products, those customers may also be disproportionately adversely affected by economic downturns.

Further, our suppliers, distributors, and other third party partners may suffer their own financial and economic challenges. Such suppliers and third parties may demand pricing accommodations, delay payment, or become insolvent, which could harm our ability to meet end customer demands or collect revenue or otherwise could harm our business. Furthermore, our investment portfolio, which includes U.S. government and corporate securities, is subject to general credit, liquidity, market, and interest rate risks, which may be exacerbated by certain events that affect the global financial markets. If global credit and equity markets decline for extended periods, or if there is a downgrade of the securities within our portfolio, our investment portfolio may be adversely affected and we could determine that our investments have experienced an other-than-temporary decline in fair value, requiring impairment charges that could adversely affect our financial results. Thus, if general macroeconomic conditions deteriorate, our business and financial results could be materially and adversely affected.

The COVID-19 pandemic and health measures taken by governments and private industry in response to the pandemic, including stay-at-home orders, restrictions on business operations, and travel restrictions, have had significant negative effects on the economy. Continued uncertainty about the pandemic and potential relief measures may have a long-term adverse effect on the economy, our sellers, customers, suppliers, and our business. For example, the pandemic has contributed to significant supply chain disruption which has adversely affected our sellers and the economy in general and such disruption is expected to continue. In addition, we are currently subletting some of our office space. An economic downturn or our work-from-home practices may cause us to need less office space than we are contractually committed to leasing and prevent us from finding subtenants for such unused office space, causing us to pay for unused office space.

We are also monitoring developments related to the United Kingdom’s exit from the European Union. Brexit could have significant implications for our business and could lead to economic and legal uncertainty and increasingly divergent laws, regulations, and licensing requirements. Any of these effects of Brexit, among others, could adversely affect our operations and financial results.

We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs, and our existing credit facility and our senior unsecured notes contain, and any future debt financing may contain, undetected errorscovenants that impact the operation of our business and pursuit of business opportunities.

We have funded our operations since inception primarily through debt and equity financings, bank credit facilities, finance lease arrangements, and cash from operations. While we believe that our existing cash and cash equivalents, marketable debt securities, and availability under our line of credit are sufficient to meet our working capital needs and planned capital expenditures, and service our debt, there is no guarantee that this will continue to be true in the future. In the future, we may require additional capital to respond to business opportunities, refinancing needs, business and financial challenges, regulatory surety bond requirements, acquisitions, or unforeseen circumstances and may decide to engage in equity, equity-linked, or debt financings or enter into additional credit facilities for other reasons. We may not be able to secure any such additional financing or refinancing on favorable terms, in a timely manner, or at all. If we are unable to
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obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

Our credit facility contains affirmative and negative covenants, including customary limitations on the incurrence of certain indebtedness and liens, restrictions on certain inter-company transactions, and limitations on dividends and stock repurchases. The indentures pursuant to which our 2026 Senior Notes and 2031 Senior Notes were issued contain financial and other covenants that restrict or could restrict, among other things, our business and operations. Any debt financing obtained by us in the future could also involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to operate our business, obtain additional capital, and pursue business opportunities, including potential acquisitions. Our ability to comply with these covenants may be affected by events beyond our control, and breaches of these covenants could result in a default under our existing credit facility or our senior notes and any future financing agreements into which we may enter. If not waived, these defaults could cause indebtedness outstanding under our credit facility, our 2026 Senior Notes and 2031 Senior Notes (collectively, the “Senior Notes”), our other outstanding indebtedness, including our 2022 Convertible Notes, 2023 Convertible Notes, 2025 Convertible Notes, 2026 Convertible Notes, and 2027 Convertible Notes (collectively, the “Convertible Notes,” and together with the Senior Notes, the “Notes”), and any future financing agreements that we may enter into to become immediately due and payable.

If we raise additional funds through further issuances of equity or other securities convertible into equity, including convertible debt securities, our existing stockholders could suffer dilution in their percentage ownership of our company, and any such securities we issue could have rights, preferences, and privileges senior to those of holders of our Class A common stock.

Changes by any rating agency to our outlook or credit rating could negatively affect the value of both our debt and equity securities and increase our borrowing costs. If our credit ratings are downgraded or other negative action is taken, our ability to obtain additional financing in the future on favorable terms or at all could be adversely affected.

Servicing our Notes may require a significant amount of cash, and we may not have sufficient cash or the ability to raise the funds necessary to settle conversions of the Convertible Notes in cash, repay the Notes at maturity, or repurchase the Notes as required following a fundamental change.

As of December 31, 2021, we had $0.5 million outstanding aggregate principal amount of 2022 Convertible Notes, $460.6 million aggregate principal amount of 2023 Convertible Notes, $1.0 billion outstanding aggregate principal amount of 2025 Convertible Notes, $575.0 million outstanding aggregate principal amount of 2026 Convertible Notes, and $575.0 million outstanding aggregate principal amount of 2027 Convertible Notes, $1.0 billion outstanding aggregate principal amount of 2026 Senior Notes, and $1.0 billion outstanding aggregate principal amount of 2031 Senior Notes.

On December 1, 2021, the 2022 Convertible Notes became freely convertible at the option of each holder until the maturity date of the 2022 Convertible Notes. Prior to February 15, 2023, in the case of the 2023 Convertible Notes, December 1, 2024, in the case of the 2025 Convertible Notes, February 1, 2026, in the case of the 2026 Convertible Notes, and August 1, 2027, in the case of the 2027 Convertible Notes, the applicable Convertible Notes are convertible at the option of the holders only under certain conditions or upon occurrence of certain events. Because the last reported sale price of our Class A common stock exceeded 130% of the conversion price for the 2023 Convertible Notes, and the 2025 Convertible Notes for the relevant period in the calendar quarter ending December 31, 2021, the 2023 Convertible Notes and 2025 Convertible Notes are convertible at the option of the holders thereof during the calendar quarter ending March 31, 2022. Whether the Convertible Notes of any series will be convertible following such calendar quarter will depend on the satisfaction of this condition or another conversion condition in the future. If holders of the Convertible Notes of a series elect to convert such Convertible Notes, unless we elect to deliver solely shares of our Class A common stock to settle such conversion, we will be required to make cash payments in respect of the Convertible Notes being converted. Effective October 2018, we revised our prior stated policy of settling conversions of the 2022 Convertible Notes and 2023 Convertible Notes through combination settlement with a specified dollar amount of $1,000 per $1,000 principal amount of Convertible Notes. We currently expect to settle future conversions of the 2022 Convertible Notes and 2023 Convertible Notes solely in shares of our Class A common stock, which has the effect of including the shares of Class A common stock issuable upon conversion of the Convertible Notes of such series in our diluted earnings per share to the extent such shares are not anti-dilutive. We will reevaluate this policy from time to time as conversion notices are received from holders of the Convertible Notes.

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In addition, holders of each series of Notes also have the right to require us to repurchase all or a portion of their Notes of such series upon the occurrence of a fundamental change (as defined in the applicable indenture governing the Notes) at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, or at a repurchase price equal to 101% of the principal amount of the Senior Notes to be repurchased, plus accrued and unpaid interest. If the Notes of any series have not previously been converted or repurchased, we will be required to repay such Notes in cash at maturity.

Our ability to make required cash payments in connection with conversions of the Convertible Notes, repurchase the Notes in the event of a fundamental change, or to repay or refinance the Notes at maturity will depend on market conditions and our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. We also may not use the cash proceeds we raised through the issuance of the Notes in an optimally productive and profitable manner. Since inception, our business has generated net losses in most quarters, and we may continue to incur significant losses. As a result, we may not have enough available cash or be able to obtain financing at the time we are required to repurchase or repay the Notes or pay cash with respect to the Convertible Notes being converted.

In addition, our ability to repurchase or to pay cash upon conversion or at maturity of the Notes may be limited by law or regulatory authority. Our failure to repurchase Notes following a fundamental change or to pay cash upon conversion of our Convertible Notes (unless we elect to deliver solely shares of our Class A common stock to settle such conversion) or at maturity of the Notes as required by the applicable indenture would constitute a default under such indenture. A default under the applicable indenture or the fundamental change itself could also lead to a default under our credit facility, our other outstanding indebtedness, or agreements governing our future indebtedness and could have a material adverse effect on our business, particularlyresults of operations, and financial condition. If the payment of our other outstanding indebtedness or future indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay such indebtedness and repurchase the Notes or to pay cash upon conversion of the Convertible Notes or at maturity of the Notes.

We are subject to counterparty risk with respect to the extentconvertible note hedge transactions.

In connection with the issuance of each series of our Convertible Notes, we entered into convertible note hedge transactions with certain financial institutions, which we refer to as the "option counterparties." The option counterparties are financial institutions or affiliates of financial institutions, and we will be subject to the risk that one or more of such errors areoption counterparties may default under the convertible note hedge transactions. Our exposure to the credit risk of the option counterparties will not detected and remedied quickly. We have frombe secured by any collateral. If any option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time to time found defectsunder the convertible note hedge transaction. Our exposure will depend on many factors but, generally, the increase in our customer-facing softwareexposure will be correlated to the increase in our Class A common stock market price and hardware, internal systems,in the volatility of the market price of our Class A common stock. In addition, upon a default by any option counterparty, we may suffer adverse tax consequences and technical integrationsdilution with third-party systems, and new errorsrespect to our Class A common stock. We can provide no assurance as to the financial stability or viability of any option counterparty.

Our investments in bitcoin may be introducedsubject to volatile market prices, impairment, and other risks of loss.

We purchased $50 million in bitcoin in October 2020 and another $170 million in bitcoin in February 2021, and we may make additional bitcoin purchases in the future. We relyThe price of bitcoin has been highly volatile in the past and may continue to be volatile in the future, including as a result of various associated risks and uncertainties. For example, the prevalence of bitcoin is a relatively recent trend, and the long-term adoption of bitcoin by investors, consumers, and businesses remains uncertain. Bitcoin’s lack of a physical form, its reliance on a limited numbertechnology for its creation, existence, and transactional validation, and its decentralization may subject its integrity to the threat of componentmalicious attacks and product suppliers located outsidetechnological obsolescence. If the market value of the U.S.bitcoin we hold decreases relative to manufacturethe purchase prices, our products. Asfinancial condition may be adversely impacted.

Moreover, bitcoin currently is considered an indefinite-lived intangible asset under applicable accounting rules, meaning that any decrease in its market value below our book value for such asset at any time subsequent to its acquisition will require us to recognize impairment charges, whereas we may make no upward revisions for any market price increases until a result,sale, which may adversely affect our direct control over production and distribution is limited and it is uncertain what effectoperating results in any period in which such diminished control willimpairment occurs. We have on the quality of our products.recorded several such impairment charges. If there are defectsfuture changes in applicable accounting rules that require us to change
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the manufacture ofmanner in which we account for our hardware products, we may face negative publicity, government investigations, and litigation, and we may notbitcoin, there could be fully compensated by our suppliers for any financial or other liability that we suffer as a result.

In addition, we provide frequent incremental releases of product and service updates and functional enhancements, which increase the possibility of errors. The electronic payments products and services we provide are designed to process complex transactions and deliver reports and other information related to those transactions, all at high volumes and processing speeds. Since customers use our services for important aspects of their businesses, any errors, defects, security breaches such as cyber-attacks or identify theft, malfeasance, disruptions in services, or other performance problems with our services could hurt our reputation and damage our customers’ businesses. Software and system errors, or human error, could delay or inhibit settlement of payments, result in oversettlement, cause reporting errors, or prevent us from collecting transaction-based fees, all of which have occurred in the past. Similarly, third-party security breaches such as cyber-attacks or identity theft could disrupt the proper functioning of our software products or services, cause errors, allow unauthorized access to sensitive, proprietary or confidential information of ours or our customers, and other destructive outcomes. Moreover, security breaches or errors in our hardware design or manufacture could cause product safety issues typical of consumer electronics devices. Such issues could lead to product recalls and inventory shortages, result in costly and time-consuming efforts to redesign and redistribute our products, give rise to regulatory inquiries and investigations, and result in lawsuits and other liabilities and losses, which could have a material and adverse effect on our financial results and the market price of our Class A common stock.

We are exposed to fluctuations in foreign currency exchange rates.

Following our acquisition of Afterpay, our international operations account for a more significant portion of our overall operations and our exposure to fluctuations in foreign currency exchange rates has increased significantly, which could have a negative impact on our reported results of operations. From time to time, we may enter into forward contracts, options, and/or foreign exchange swaps related to transaction exposures that arise in the normal course of our business. These and other such hedging activities may not eliminate our exposure to foreign exchange fluctuations. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.

We may have exposure to greater-than-anticipated tax liabilities, which may materially and adversely affect our business.


Additionally, electronic payment productsWe are subject to income taxes and services, including ours, have beennon-income taxes in the United States and other countries in which we transact or conduct business, and such laws and rates vary by jurisdiction. We are subject to review and audit by U.S. federal, state, local, and foreign tax authorities. Such tax authorities may disagree with tax positions we take, and if any such tax authority were to successfully challenge any such position, our financial results and operations could be materially and adversely affected. In addition, we currently are, and expect to continue to be, subject to numerous federal, state, and foreign tax audits relating to transfer pricing, income, sales & use, value-added (“VAT”), and other tax liabilities. While we have established reserves based on assumptions and estimates that we believe are reasonably sufficient to cover such eventualities, any adverse outcome of such a review or audit could have an adverse impact on our financial position and results of operations if the reserves prove to be insufficient.

Our tax liability could be adversely affected by changes in tax laws, rates, regulations, and administrative practices. For example, various levels of government and international organizations, such as in the United States, the Organisation for Economic Co-operation and Development (“OECD”), and the European Union (“EU”), have increasingly focused on tax reform and any result from this development may create changes to long-standing tax principles, which could adversely affect our effective tax rate. On October 8, 2021, the OECD announced an international agreement with more than 130 countries to implement a new global minimum effective corporate tax rate of 15% for large multinational companies starting in 2023. Additionally, under the agreement, new rules have been introduced that will result in the reallocation of certain profits from large multinational companies to market jurisdictions where customers and users are located. Although the implementation details are being developed and the enactment of these changes has not yet taken effect, we will be monitoring the developments and tax implications of these changes, which may have adverse tax consequences for us. On November 18, 2021, the US House of Representatives passed the Build Back Better Act (“BBB Act”), which introduced significant changes to federal corporate income tax rules. These proposed tax rules have not passed the U. S. Senate. If enacted, such tax law changes may have adverse consequences for us.

Our income tax obligations are based on our corporate operating structure, including the manner in which we develop, value, and use our intellectual property and the scope of our international operations. The tax authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements. Additionally, tax authorities at the international, federal, state, and local levels are currently reviewing the appropriate tax treatment of companies engaged in internet commerce and financial technology and attempting to broaden the classification and definitions of activities subject to taxation. For example, various states may attempt to broaden the definition of internet hosting, data processing, telecommunications, and other services to capture additional types of activities. These developing changes could affect our financial position and results of operations. In particular, it is possible that tax authorities at the international, federal, state, and local levels may attempt to regulate our transactions or levy new or revised sales & use taxes, VAT, digital services taxes, digital advertising taxes, income taxes, or other taxes relating to our activities. New or revised taxes, in particular, sales & use taxes, VAT, and similar taxes, including digital advertising taxes and digital service taxes, would likely increase the cost of doing business. New taxes could also create significant increases in internal costs necessary to capture data and collect and remit taxes. Proposed or enacted laws regarding tax compliance obligations could require us to make changes to our infrastructure or increase our compliance obligation. Any of these events could have an adverse effect on our business and results of operations. Moreover, an increasing number of states, and certain foreign jurisdictions, have considered or adopted laws or administrative practices that attempt to impose obligations for online marketplaces, payment service providers, and other intermediaries. These obligations may deem parties, such as us, to be the legal agent of merchants and therefore may require us to collect and remit taxes on the merchants' behalf and take on additional reporting and record-keeping obligations. Any failure by us to prepare for and to comply with these and similar
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reporting and record-keeping obligations could result in substantial monetary penalties and other sanctions, adversely impact our ability to do business in certain jurisdictions, and harm our business.

The determination of our worldwide provision for income and other tax liabilities is highly complex and requires significant judgment by management, and there are many transactions during the ordinary course of business where the ultimate tax determination is uncertain. Although we believe our estimates are reasonable, the ultimate tax outcome may differ from amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.

We have in the past recorded, and may in the future specifically targetedrecord, significant valuation allowances on our deferred tax assets, which may have a material impact on our results of operations and penetrated or disrupted by hackers,cause fluctuations in such results.

As of December 31, 2021, we had a valuation allowance for deferred tax assets in the United States and in certain other countries. Our net deferred tax assets relate predominantly to the United States federal and state tax jurisdictions. The need for a valuation allowance requires an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable; such assessment is required on a jurisdiction-by-jurisdiction basis. In making such assessment, significant weight is given to evidence that can be objectively verified.

We continue to monitor the likelihood that we will be able to recover our data encryptiondeferred tax assets in the future. Future adjustments in our valuation allowance may be unable to prevent unauthorized use. Because the techniques used to obtain unauthorized access to data, products and services, and disable, alter, degrade, or sabotage them, change frequently and may be difficult to detect or remediate for long periodsrequired. The recording of time, we and our customers

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may be unable to anticipate these techniques or implement adequate preventative measures to stop them. If we or our sellers are unable to anticipate or prevent these attacks, our sellers' businesses may be harmed, our reputation could be damaged, and we could incur significant liability.

Systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our products or services, or those of our sellers, could harm our business and our brand, and subject us to substantial liability.

Our systems and those of our third-party data center facilities may experience service interruptions, denial-of-service and other cyber-attacks and security incidents, human error, earthquakes, hurricanes, floods, fires, other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks and other geopolitical unrest, computer viruses, changes in social, political or regulatory conditions or in laws and policies, or other changes or events. Our systems are also subject to break-ins, sabotage, and acts of vandalism. Some of our systems are not fully redundant, and our disaster-recovery planning is not sufficient for all eventualities. In addition, as a provider of payments solutions, we are subject to increased scrutiny by regulators that may require specific business continuity and disaster recovery plans and more rigorous testing of such plans. This increased scrutiny may be costly and time-consuming and may divert our resources from other business priorities.

We have experienced and will likely continue to experience denial-of-service attacks, system failures, and other events or conditions that interrupt the availability or reduce the speed or functionality of our products and services. These events have resulted and likely will result in loss of revenue. In addition, they could result in significant expense to repair or replace damaged equipment and remedy resultant data loss or corruption. A prolonged interruption in the availability or reduction in the speed or other functionality of our products or services could materially harm our reputation and business. Frequent or persistent interruptionsany future increases in our products and services could cause customers to believe that our products and services are unreliable, leading them to switch to our competitors or to avoid our products and services, and could permanently harm our reputation and business. Moreover, to the extent that any system failure or similar event results in damages to customers or their businesses, these customers could seek compensation from us for their losses, and those claims, even if unsuccessful, would likely be time-consuming and costly for us to address.

A significant natural disastervaluation allowance could have a material and adverse impact on our business. Our headquartersreported results, and certainboth the recording and release of our data center facilities are located in the San Francisco Bay Area, a region known for seismic activity. Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated problems at our headquarters or data centersvaluation allowance could result in lengthy interruptionscause fluctuations in our services or could result in related liabilities. We have implemented a disaster recovery program, which enables us to move production to a back-up data center in the event of a catastrophe. Although this program is functional, it may prove to be inadequate, increasing the risk of interruptions in our services, which could have a materialquarterly and adverse impact on our business. We do not maintain insurance sufficient to compensate us for the potentially significant losses that could result from disruptions to our services.

Significant natural or other disasters could also have a material and adverse impact on our sellers, which, in the aggregate, could in turn adversely affect ourannual results of operations.


The loss or destruction of a private key required to access a bitcoin may be irreversible. If we are unable to access our private keys or if we experience a hack or other data loss relating to the bitcoins we hold on behalf of customers, our customers may be unable to access their bitcoinsLegal, Regulatory, and it could harm customer trust in us and our products.Compliance Risks

Bitcoins are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet in which the bitcoins are held. While the bitcoin and blockchain ledger require a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the bitcoins held in such wallet. To the extent our private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, we will be unable to access the bitcoins held in the related digital wallet. Further, we cannot provide assurance that our wallet will not be hacked or compromised. Any loss of private keys relating to, or hack or other compromise of, digital wallets used to store our customers’ bitcoins could adversely affect our customers’ ability to access or sell their bitcoins and could harm customer trust in us and our products.

Square Capital is subject to additional risks relating to the availability of capital, seller payments, availability and structure of its bank partnership, expansion of its products, and general macroeconomic conditions.


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Square Capital, which includes our wholly owned subsidiary Square Capital, LLC, is subject to risks in addition to those described elsewhere in this Annual Report on Form 10-K. Maintaining and growing Square Capital is dependent on institutional third-party investors purchasing the eligible business loans originated by our bank partner. If such third parties fail to continue to purchase such business loans or reduce the amount of future loans they purchase, then our bank partner may need to reduce originations, or we would need to fund the purchase of additional business loans from our own resources. We then may have to reduce the scale of Square Capital, which could have a direct impact on our ability to grow. If third parties reduce the price they are willing to pay for these business loans or reduce the servicing fees they pay us in exchange for servicing the business loans on their behalf, then the financial performance of Square Capital would be harmed.

The business loans are generally unsecured obligations of our Square sellers who utilize Square Capital, and they are not guaranteed or insured in any way. Adverse changes in macroeconomic conditions or the credit quality of our Square sellers could cause some Square sellers who utilize Square Capital to cease operating or to experience a decline in their payment processing volume, thereby rendering them unable to make payment on the business loan and/or extend the repayment period beyond the contractual repayment terms on the business loan. To the extent a seller breaches a contractual obligation, such as the requirement to make minimum payments or other breach, the seller would be liable for an accelerated business loan repayment, where Square Capital's recourse is to the business and not to any individual or other asset. In addition, because the servicing fees we receive from third party investors depend on the collectability of the business loans, if there is an increase in Square sellers who utilize Square Capital who are unable to make repayment of business loans, we will be unable to collect our entire servicing fee for such loans.

In addition, adverse changes in macroeconomic conditions could lead to a decrease in the number of sellers eligible for Square Capital facilitated business loans and strain our ability to correctly identify such sellers on behalf of our bank partner or manage the risk of non-payment or fraud as servicer of the business loans. Similarly, if we fail to correctly predict the likelihood of timely repayment of the business loans or correctly price the business loans to sellers utilizing Square Capital, our business may be materially and adversely affected.

We have partnered with a Utah-chartered, member FDIC industrial bank to originate the business loans. Such bank is subject to oversight both by the FDIC and the State of Utah. Due to the fact that we are a service-provider to our bank partner, we are subject to audit standards for third-party vendors in accordance with FDIC guidance and examinations by the FDIC. There has been, and may continue to be, regulatory interest in and/or litigation challenging partnered lending arrangements where a bank makes loans and then sells and assigns such loans to a non-bank entity that is engaged in assisting with the origination and servicing of the loan. If our bank partner ceases to partner with us, ceases to abide by the terms of our agreement with them, or cannot partner with us on commercially reasonable terms, and we are not able to find suitable alternatives and/or make business loans ourselves pursuant to state licensing requirements, Square Capital may need to enter into a new partnership with another qualified financial institution, revert to the merchant cash advance (MCA) model, or pursue an alternative model for originating business loans, all of which may be time-consuming and costly and/or lead to a loss of institutional third-party investors willing to purchase such business loans or MCAs, and as a result Square Capital may be materially and adversely affected.

We intend to continue to explore other products, models and structures for Square Capital, including partnering with referral partners and forming a Utah industrial loan corporation and other forms of credit and loan origination. Some of those models or structures may require, or be deemed to require, additional procedures, partnerships, licenses, regulatory approvals or capabilities that we have not yet obtained or developed. For example, we launched a limited consumer lending pilot program. The licenses required in connection with such pilot and other activities related to the Square Capital program subject us to reporting requirements, bonding requirements, and inspection by applicable state regulatory agencies. Should we fail to expand and evolve Square Capital in this manner, or should these new products, models or structures, or new regulations or interpretations of existing regulations, impose requirements on us that are impractical or that we cannot satisfy, the future growth and success of Square Capital may be materially and adversely affected.


Our business is subject to extensive regulation and oversight in a variety of areas, all of which are subject to change and uncertain interpretation.


We are subject to a wide variety of local, state, federal, and international laws, regulations, licensing schemes, and industry standards in the United States and in other countries in which we operate. These laws, regulations, and regulationsstandards govern numerous areas that are important to our business, including, but not limitedand include, or may in the future include, those relating to banking, lending, deposit-taking, cross-border and domestic money transmission, foreign exchange, payments services (such as payment processing and settlement services), cryptocurrency, trading in shares and fractional shares, fraud detection, consumer protection, privacy, information security, fair lending, financial services, labor and employment, immigration, importanti-money laundering, escheatment, sanctions regimes and export practices, product labeling, competition,controls, data privacy, data protection and marketingdata security, and communications practices. Suchcompliance with the Payment Card Industry Data Security Standard, a set of requirements designed to ensure that all companies that process, store, or transmit payment card information maintain a secure environment to protect cardholder data.

These laws, rules, regulations, and standards are enforced by multiple authorities and governing bodies in the United States, including federal agencies, such as the FDIC, the SEC, the Consumer Financial Protection Bureau, and Office of Foreign Assets Control, self-regulatory organizations, and numerous state and local agencies, such as the Utah Department of Financial Institutions. Outside of the United States, we are subject to additional regulators. As we expand into new jurisdictions, or expand our product offerings in existing jurisdictions, the number of foreign regulations and regulators governing our business will expand as well. For example, in connection with our acquisition of Afterpay we established a secondary listing on the Australian Securities Exchange (“ASX”), subjecting us to additional listing requirements. As our business and products continue to develop and expand, we may become subject to additional rules, regulations, and industry standards. We may not always be able to accurately predict the scope or applicability of certain regulations to our business, particularly as we expand into new areas of operations, which could have a significant negative effect on our existing business and our ability to pursue future plans.

Laws, regulations, and standards are subject to changes and evolving interpretations and application,

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including by means of legislative changes and/or executive orders, and it can be difficult to predict how they may be applied to our business and the way we conduct our operations, particularly as we introduce new products and services and expand into new jurisdictions. Any perceived or actual breach of laws and regulations could result in investigations, regulatory inquiries, litigation, fines, or otherwise negatively impact our business. It is possible that these laws and regulations could be interpreted or applied in a manner that would prohibit, alter, or impair our existing or planned products and services; that could cause us to be subject to audits, inquiries, investigations, or lawsuits; that could result in fines, injunctive relief, or other liabilities; or that could require costly, time-consuming, or otherwise burdensome compliance measures from us.


In particular, as we seek to build a trusted and secure platform for commerce, and as we expand our network of customers and facilitate their transactions and interactions with one another, we will increasingly be subject to laws and regulations relating to the collection, use, retention, security, and transfer of information, including the personally identifiable information of our employees and customers. As with the other laws and regulations noted above, these laws and regulations may change or be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways that will materially and adversely affect our business. For example, the European Parliament and the Council of the European Union in 2016 adoptedCash App includes a General Data Protection Regulation (GDPR), effective in May 2018, that will supersede current EU data protection legislation, impose more stringent data privacy and data protection requirements and provide greater penalties for noncompliance of up to the greater of 4% of worldwide annual revenue or €20 million. In the United Kingdom, a Data Protection Bill has been introduced to the House of Lords that proposes to substantially implement the GDPR. Nevertheless, the Data Protection Bill must complete the legislative process, so it remains unclear what modifications will be made to the final legislation.

We have incurred, and may continue to incur, significant expenses to comply with mandatory privacy and security standards and protocols imposed by law, regulation, industry standards or contractual obligations. We post on our website our privacy policies and practices concerning the collection, use, and disclosure of information. Any failure, real or perceived, by us to comply with our posted privacy policies or with any regulatory requirements or orders, other local, state, federal, or international privacy, data protection, information security or consumer protection-related laws and regulations, industry standards or contractual obligations could cause our customers to reduce their use of our products and services and could materially and adversely affect our business.

Further, from time to time, we may leverage third parties to help conduct our businesses abroad. We and our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, channel partners, and agents, even if we do not explicitly authorize such activities. While we have policies and procedures to address compliance with such laws, we cannot assure you that all of our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

We may not be able to respond quickly or effectively to regulatory, legislative and other developments, and these changes may in turn impair our ability to offer our existing or planned features, products and services and/or increase our cost of doing business. In addition, if our practices are not consistent or viewed as not consistent with the legal and regulatory requirements, including changes in laws and regulations or new interpretations of existing laws and regulations, we may become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from U.S. government contracts, all of which may have an adverse effect on our reputation, our business, results of operations and financial condition.

Our business is subject to complex and evolving regulations and oversight related to our provision of payments services and other financial services.

The state and federal laws, rules, regulations, and licensing schemes that govern our business include or may in the future include those relating to banking, lending, deposit-taking, cross-border and domestic money transmission, foreign exchange, payments services (such as payment processing and settlement services), consumer financial protection, anti-money laundering, escheatment, international sanctions regimes, and compliance with the Payment Card Industry Data Security Standard, a set of requirements designed to ensure that all companies that process, store, or transmit payment card information maintain a secure environment to protect cardholder data. These laws, rules, and regulations are enforced by multiple authorities and governing bodies in the United States, including the Department of the Treasury, the Consumer Financial Protection Bureau, the Federal Deposit Insurance Corporation, and numerous state and local agencies. Outside of the United States, we are subject to additional laws, rules, and regulations related to the provision of payments and financial services, including those enforced

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by the Ministry of Economy, Trade, and Industry in Japan, those enforced by the Australian Transaction Reports and Analysis Centre, and those enforced by the Financial Conduct Authority in the United Kingdom. As we expand into new jurisdictions, the number of foreign regulations and regulators governing our business will expand as well. If we pursue additional or alternative means of growing Square Capital, additional state and federal regulations would apply. Similarly, if we choose to offer Square Payroll in more jurisdictions, additional regulations, including tax rules, will apply. In addition, as our business and products continue to develop and expand, we may become subject to additional rules and regulations.
We recently introduced a feature to the Cash App that permits our customers to buy and sell bitcoin. Bitcoin is not consideredwidely accepted as legal tender or backed by any government,governments around the world, and it has experienced price volatility, technological
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glitches, security compromises, and various law enforcement and regulatory interventions. We do not believe that the bitcoin platform involves offering participants securities that are subjectCertain existing laws also prohibit transactions with certain persons and entities, and we have a risk based program in place to prevent such transactions. Despite this, due to the registration or other provisionsnature of the federal or state securities laws. We also do not believe the feature subjects usbitcoin technology and blockchain, it may be technically infeasible to regulation under the federal securities laws, includingprevent all such transactions, and there can be no guarantee that our measures will be viewed as a broker-dealer or an investment adviser, or registration under the federal commodities laws. However, thesufficient. The regulation of cryptocurrency and crypto platforms is still an evolving area, and it is possible that a court or a federal or state regulatorwe could disagree with one or more of these conclusions.become subject to additional regulations. If we fail to comply with regulations or prohibitions applicable to us, we could face regulatory or other enforcement actions and potential fines and other consequences. Further, we might not be able to continue operating the feature, at least in current form, and to the extent that the feature is viewed by the market as a valuable asset to Square,which could cause the price of our Class A common stock couldto decrease. Additionally, there is no specific accounting guidance in U.S. GAAP covering accounting for cryptocurrencies, which means the accounting can be complex and

We are subject to challenge or scrutiny. The final conclusionsaudits, inspections, inquiries, and investigations from regulators on the accounting treatment for our cryptocurrency transactions could affect the presentation of our results of operations.

an ongoing basis. Although we have a compliance program focused on the laws, rules, and regulations applicable to our business, and we are continually investing more in this program, wehave been and may still be subject to inquiries, investigations, fines, or other penalties in one or more jurisdictions levied by federal, state or local regulators, including federal agencies, state Attorneys General and private plaintiffs who may be acting as private attorneys general pursuant to various applicable federal, state and local laws, as well as those levied by foreign regulators. In addition to fines, penalties for failing to comply with applicable rules and regulations could include significant criminal and civil lawsuits, forfeiture of significant assets, increased licensure requirements, revocation of licenses or other enforcement actions. We could alsohave been and may be required to make changes to our business practices or compliance programs as a result of regulatory scrutiny. In addition, any perceived or actual breach of compliance by us with respect to applicable laws, rules, and regulations could have a significant impact on our reputation as a trusted brand and could cause us to lose existing customers, prevent us from obtaining new customers, require us to expend significant funds to remedy problems caused by breaches and to avert further breaches, and expose us to legal risk and potential liability.


Further, from time to time, we may leverage third parties to help conduct our businesses in the U.S. or abroad. We and our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and may be held liable for any corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, partners, and agents, even if we do not explicitly authorize such activities. While we have policies and procedures to address compliance with such laws, we cannot assure you that our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

Our business is subject to complex and evolving regulations and oversight related to privacy, data protection, and data security.

We have obtained licensesare subject to operatelaws and regulations relating to the collection, use, retention, privacy, protection, security, and transfer of information, including personal information of our employees and customers. As with the other laws and regulations noted above, these laws and regulations may change or be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways that will materially and adversely affect our business. For example, the European Union’s General Data Protection Regulation (“GDPR”) and similar legislation in the United Kingdom (“U.K.”) impose stringent data privacy and data protection requirements and provide for greater penalties for noncompliance of up to the greater of 4% of worldwide annual revenue or €20 million or £17.5 million, as applicable. The GDPR restricts international data transfers from the EU to other jurisdictions unless the rights of the individual data subjects in respect of their personal data is protected by an approved transfer mechanism, or one of a money transmitter (or its equivalent)limited number of exceptions applies. The U.K.’s data protection regime contains similar requirements. When transferring personal data from the EU to other jurisdictions, we utilize standard contractual clauses published by the EU Commission (the "SCCs"). On July 16, 2020, the Court of Justice of the European Union (“CJEU”) issued a decision that may impose additional obligations on companies when relying on those SCCs. This CJEU decision may result in different EEA data protection regulators applying differing standards for the transfer of personal data from the EEA to the United States, and in the states where this is required.even require ad hoc verification of measures taken with respect to data flows. As a licensed money transmitter, we are subject to obligations and restrictionsresult of this CJEU decision or other developments with respect to the investmentlegal and regulatory regime affecting cross-border data transfers, we may be required to take additional steps to legitimize impacted personal data transfers. This could result in increased costs of customer funds, reportingcompliance and limitations on our customers and us. More generally, we may find it necessary or desirable to modify our data handling practices and to engage in additional contractual obligations, and legal or regulatory challenges or other developments relating to cross-border data transfer may serve as a basis for our personal data handling practices, or those of our customers and vendors, to be challenged and may otherwise adversely impact our business, financial condition and operating results. In the U.K., although the Data Protection Act and legislation referred to as the UK GDPR substantially enacts the EU GDPR into U.K. law, the U.K.’s exit from the EU has created uncertainty with regard to the regulation of data protection in the U.K. and data transfers between the U.K., the EU, and other jurisdictions and could require us to make additional changes to the
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way we conduct our business and transmit data between the U.S., the U.K., the EU, and the rest of the world. Further, in addition to the GDPR, the European Commission has a draft regulation in the approval process that focuses on a person’s right to conduct a private life. The proposed legislation, known as the Regulation of Privacy and Electronic Communications (“ePrivacy Regulation”), would replace the current ePrivacy Directive. If adopted, the earliest date for entry into force is in 2023, with broad potential impacts on the use of internet-based services and tracking technologies, such as cookies. We expect to incur additional costs to comply with the requirements bondingof the ePrivacy Regulation as it is finalized for implementation. In addition, some countries are considering or have enacted legislation addressing matters such as requirements for local storage and processing of data that could impact our compliance obligations, expose us to liability, and increase the cost and complexity of delivering our services.

Likewise, the California Consumer Privacy Act of 2018 (“CCPA”) became effective on January 1, 2020 and will be modified by the California Privacy Rights Act (“CPRA”), which was passed in November 2020 and becomes fully effective on January 1, 2023. The CCPA and CPRA impose stringent data privacy and data protection requirements relating to personal information of California residents, and provide for penalties for noncompliance of up to $7,500 per violation. Aspects of the interpretation and enforcement of the CCPA and CPRA remain unclear. More generally, privacy, data protection and data security continues to be rapidly evolving areas, and further legislative activity has arisen and will likely continue to arise in the U.S., the EU, and other jurisdictions. Various states in the U.S. have proposed or enacted laws that contain obligations similar to the CCPA. For example, on March 2, 2021, Virginia enacted the Virginia Consumer Data Protection Act , and on July 7, 2021, Colorado enacted the Colorado Privacy Act. Both of these are comprehensive privacy statutes that will become effective in 2023 and share similarities with the CCPA, the CPRA, and legislation proposed in other states. The U.S. federal government also is contemplating federal privacy legislation. The effects of recently proposed or enacted legislation potentially are far-reaching and may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply.

We have incurred, and may continue to incur, significant expenses to comply with evolving privacy and security standards and protocols imposed by law, regulation, industry standards, shifting consumer expectations, or contractual obligations. Laws and regulations directed at privacy, data protection, and data security, and those that have been applied in those areas, can be challenging to comply with and may be subject to evolving interpretations or applications. In particular, with laws and regulations such as the GDPR in the EU and the CCPA, CPRA, and other laws in the U.S. imposing new and relatively burdensome obligations, and with the interpretation and application of these and other laws and regulations subject to evolving and uncertain interpretation and application, we may face challenges in addressing their requirements and inspectionmaking necessary changes to our policies and practices, and we may incur significant costs and expenses in an effort to do so. Any failure, real or perceived, by stateus to comply with our privacy, data protection, or information security policies, changing consumer expectations, or with any evolving legal or regulatory agencies concerning those aspectsrequirements, industry standards, or contractual obligations could result in claims, demands, and litigation by private parties, investigations and other proceedings by regulatory authorities, and fines, penalties and other liabilities, may harm our reputation and competitive position, and may cause our customers to reduce their use of our business considered money transmission. Evaluation of our compliance efforts, as well as the questions of whether and to what extent our products and services, are considered money transmission, are matters of regulatory interpretationdisrupt our supply chain or third-party vendor or developer partnerships, and could change over time. In the past, we have been subject to finesmaterially and other penalties by regulatory authorities due to their interpretations and applications to our business of their respective state money transmission laws. In the future, as a result of the regulations applicable to our business, we could be subject to investigations and resulting liability, including governmental fines, restrictions on our business, or other sanctions, and we could be forced to cease conducting certain aspects of our business with residents of certain jurisdictions, be forced to otherwise change our business practices in certain jurisdictions, or be required to obtain additional licenses or regulatory approvals. There can be no assurance that we will be able to obtain any such licenses, and, even if we were able to do so, there could be substantial costs and potential product changes involved in maintaining such licenses, which could have a material and adverse effect onadversely affect our business.



We are subject to risks related to litigation, including intellectual property claims, government investigations or inquiries, and regulatory matters or disputes.


We may be, and have been, subject to claims, lawsuits (including class actions and individual lawsuits), government or regulatory investigations, subpoenas, inquiries or audits, and other proceedings involving intellectual property, consumer protection, privacy, labor and employment, immigration, import and export practices, product labeling, competition, accessibility, securities, tax, marketing and communications practices, commercial disputes, and other matters.


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proceedings. The number and significance of our legal disputes and inquiries have increased as we have grown larger, as our business has expanded in scope and geographic reach, and as our products and services have increased in complexity, and we expect that we will continue to face additional legal disputes as we continue to grow and expand.

We also receive significant media attention, and, as a public company, have a higher profile, which could result in increased litigation or other legal or regulatory reviews and proceedings. In addition, someMoreover, legal disputes or government or regulatory inquiries or findings may cause follow-on litigation or regulatory scrutiny by additional parties.

Some of the laws and regulations affecting the internet, mobile commerce, payment processing, BNPL lending, bitcoin and equity investing, streaming service, business financing, and employment didwere not anticipatewritten with businesses like ours in mind, and many of the laws and regulations, including those affecting us have been enacted relatively recently. As a result, there is substantial uncertainty regarding the scope and application of many of the laws and regulations to which we are or may be subject, which increases the risk that we will be subject to claims alleging violations of those laws and regulations. We may alsoThe scope, outcome, and impact of claims, lawsuits, government or regulatory investigations, subpoenas, inquiries or audits, and other proceedings to which we are subject cannot be accused of having, or be found to have, infringed or violated third-party intellectual property rights.

predicted with certainty. Regardless of the
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outcome, such investigations and legal proceedings can have a material and adverse impact on us due to their costs, diversion of our resources, and other factors. Plaintiffs may seek, and we may become subject to, preliminary or provisional rulings in the course of litigation, including preliminary injunctions requiring us to cease some or all of our operations. We may decide to settle legal disputes on terms that are unfavorable to us. Furthermore, ifWe may also be accused of having, or be found to have, infringed or violated third-party copyrights, patents, trademarks, and other intellectual property rights. For example, H&R Block recently filed a lawsuit against us for trademark infringement following our name change to Block. If any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment that we may not choose to appeal or that may not be reversed upon appeal. We may have to seek a license to continue practices found to be in violation of a third party’s rights, or we may have to change or cease certain practices. If we are required, or choose to enter into, royalty or licensing arrangements, such arrangements may not be available on reasonable terms or at all and may significantly increase our operating costs and expenses. As a result, we may also be required to develop or procure alternative non-infringing technology or discontinue use of technology, and doing so could require significant effort and expense or may not be feasible. In addition, the terms of any settlement or judgment in connection with any legal claims, lawsuits, or proceedings may require us to cease some or all of our operations or to pay substantial amounts to the other party and could materially and adversely affect our business.


As a licensed money transmitter, we are subject to important obligations and restrictions.

We have obtained licenses to operate as a money transmitter (or as other financial services institutions) in the United States and in the states where this is required, as well as in some non-U.S. jurisdictions, including the European Union, the United Kingdom, and Australia. As a licensed money transmitter, we are subject to obligations and restrictions with respect to the investment of customer funds, reporting requirements, bonding requirements, and inspection by state regulatory agencies concerning those aspects of our business considered money transmission. Evaluation of our compliance efforts, as well as the questions of whether and to what extent our products and services are considered money transmission, are matters of regulatory interpretation and could change over time. In the past, we have been subject to fines and other penalties by regulatory authorities due to their interpretations and applications to our business of their respective state money transmission laws. In the future, as a result of the regulations applicable to our business, we could be subject to investigations and resulting liability, including governmental fines, restrictions on our business, or other sanctions, and we could be forced to cease conducting business in certain jurisdictions, be forced to otherwise change our business practices in certain jurisdictions, or be required to obtain additional licenses or regulatory approvals. There can be no assurance that we will be able to obtain any such licenses, and, even if we were able to do so, there could be substantial costs and potential product changes involved in maintaining such licenses, which could have a material and adverse effect on our business.

We are subject to a number of regulatory risks in the BNPL space.

Afterpay’s business principally consists of providing financial services, most prominently in the BNPL space, to merchants and consumers, and Afterpay is therefore subject to significant regulation in the jurisdictions in which it operates, including Australia, New Zealand, the United States, Canada, the United Kingdom and certain other European countries. Furthermore, with the geographic expansion of our BNPL business into new markets, we may become subject to additional and changing legal, regulatory, tax, licensing, and compliance requirements and industry standards with respect to BNPL.

Regulatory scrutiny or changes in the BNPL space may impose significant compliance costs and make it uneconomical for us to continue to operate in Afterpay’s current markets or to expand into new markets. This may negatively impact our revenue and profitability. Our inability, or perceived inability, to comply with existing or new compliance obligations, including with respect to BNPL products and/or services, could lead to regulatory investigations, which could result in administrative or enforcement action, such as fines, penalties, and/or enforceable undertakings and adversely affect us.

Our subsidiary Cash App Investing is a broker-dealer registered with the SEC and a member of FINRA, and therefore is subject to extensive regulation and scrutiny.

Our subsidiary Cash App Investing facilitates transactions in shares and fractionalized shares of publicly-traded stock and exchange-traded funds by users of our Cash App through a third-party clearing and carrying broker, DriveWealth LLC (“DriveWealth”). Cash App Investing is registered with the SEC as a broker-dealer under the Exchange Act and is a member of FINRA. Therefore Cash App Investing is subject to regulation, examination, and supervision by the SEC, FINRA, and state securities regulators. The regulations applicable to broker-dealers cover all aspects of the securities business, including sales practices, use and safekeeping of clients’ funds and securities, capital adequacy, record-keeping, and the conduct and qualification of officers, employees, and independent contractors. As part of the regulatory process, broker-
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dealers are subject to periodic examinations by their regulators, the purpose of which is to determine compliance with securities laws and regulations, and from time to time may be subject to additional routine and for-cause examinations. It is not uncommon for regulators to assert, upon completion of an examination, that the broker-dealer being examined has violated certain of these rules and regulations. Depending on the nature and extent of the violations, the broker-dealer may be required to pay a fine and/or be subject to other forms of disciplinary and corrective action. Additionally, the adverse publicity arising from the imposition of sanctions could harm our reputation and cause us to lose existing customers or fail to gain new customers.

The SEC, FINRA, and state regulators have the authority to bring administrative or judicial proceedings against broker-dealers, whether arising out of examinations or otherwise, for violations of state and federal securities laws. Administrative sanctions can include cease-and-desist orders, censure, fines, and disgorgement and may even result in the suspension or expulsion of the firm from the securities industry. Similar sanctions may be imposed upon officers, directors, representatives, and employees.

Cash App Investing has adopted, and regularly reviews and updates, various policies, controls, and procedures designed for compliance with Cash App Investing’s regulatory obligations. However, appropriately addressing Cash App Investing’s regulatory obligations is complex and difficult and our reputation could be damaged if we fail, or appear to fail, to appropriately address them. Failure to adhere to these policies and procedures may also result in regulatory sanctions or litigation against us. Cash App Investing also relies on various third parties, including DriveWealth, to provide services, including managing and executing customer orders, and failure of these third parties to adequately perform these services may negatively impact customer experience, product performance, and our reputation and may also result in regulatory sanctions or litigation against us or Cash App Investing.

In the event of any regulatory action or scrutiny, we or Cash App Investing could also be required to make changes to our business practices or compliance programs. In addition, any perceived or actual breach of compliance by Cash App Investing with respect to applicable laws, rules, and regulations could have a significant impact on our reputation, could cause us to lose existing customers, prevent us from obtaining new customers, require us to expend significant funds to remedy problems caused by breaches and to avert further breaches, and expose us to legal risk, including litigation against us, and potential liability.

Cash App Investing is subject to net capital and other regulatory capital requirements; failure to comply with these rules could harm our business.

Our subsidiary Cash App Investing is subject to the net capital requirements of the SEC and FINRA. These requirements typically specify the minimum level of net capital a broker-dealer must maintain and also mandate that a significant part of its assets be kept in relatively liquid form. Failure to maintain the required net capital may subject a firm to limitation of its activities, including suspension or revocation of its registration by the SEC and suspension or expulsion by FINRA, and ultimately may require its liquidation. Currently, Cash App Investing has relatively low net capital requirements, because it does not hold customer funds or securities, but instead facilitates the transmission and delivery of those funds on behalf of customers to DriveWealth or back to the applicable customer. However, a change in the net capital rules, a change in how Cash App Investing handles or holds customer assets, or the imposition of new rules affecting the scope, coverage, calculation, or amount of net capital requirements could have adverse effects. Finally, because Cash App Investing is subject to such net capital requirements, we may be required to inject additional capital into Cash App Investing from time to time and as such, we may have liability and/or our larger business may be affected by any of these outcomes.

It is possible that FINRA will require changes to our business practices based on our ownership of Cash App Investing, which could impose additional costs or disrupt our business.

In certain cases, FINRA has required unregistered affiliates of broker-dealers to comply with additional regulatory requirements, including, among others, handling all securities or other financial transactions through the affiliated broker-dealer or conforming all marketing and advertising materials to the requirements applicable to broker-dealers. We do not currently believe that these types of requirements apply to any aspect of our business other than the securities transactions facilitated through the Cash App. It is possible that, in the future, FINRA could require us to comply with additional regulations in the conduct of other activities (i.e., beyond the securities transactions made through the Cash App). If that were to occur, it could require significant changes to our business practices. These and other changes would impose significantly greater costs on us and disrupt existing practices in ways that could negatively affect our overarching business and profitability.
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Our subsidiary Square Financial Services is a Utah state-chartered industrial bank, which requires that we serve as a source of financial strength to it and subjects us to potential regulatory sanctions.

On March 1, 2021, Square Financial Services received its deposit insurance from the FDIC and charter approval from the Utah Department of Financial Institutions and became operational. The Federal Deposit Insurance Act requires that we serve as a source of financial strength to Square Financial Services. This means that we are required by law to provide financial assistance to Square Financial Services in the event that it experiences financial distress. In this regard, the FDIC’s approval requires that Square Financial Services have initial paid in capital of not less than approximately $56 million, and at all times meet or exceed the regulatory capital levels required for Square Financial Services to be considered “well capitalized” under the FDIC’s prompt corrective action rules. The regulatory total capital and leverage ratios of Square Financial Services during the first three years of operation may not be less than the levels provided in Square Financial Services’ business plan approved by the FDIC. Thereafter, the regulatory capital ratios must be annually approved by the FDIC, and in no event may Square Financial Services’ leverage ratio be less than twenty percent, as calculated in accordance with FDIC regulations. If Square Financial Services' total capital or leverage ratios fall below the levels required by the FDIC, we will need to provide sufficient capital to Square Financial Services so as to enable it to maintain its required regulatory capital ratios. If the FDIC were to increase Square Financial Services’ capital requirements, it could have adverse effects on us and Square Financial Services.

The FDIC’s approval is also contingent on us maintaining a Capital and Liquidity Maintenance Agreement as well as a Parent Company Agreement. The Capital and Liquidity Maintenance Agreement requires, among other things, that we maintain the leverage ratio of Square Financial Services at a minimum of 20 percent following the first three years of Square Financial Services’ operations; maintain a third-party line of credit for the benefit of Square Financial Services acceptable to the FDIC; purchase any loan from Square Financial Services at the greater of the cost basis or fair market value, if deemed necessary by the FDIC or Square Financial Services; and establish and maintain a reserve deposit of $50 million at an unaffiliated third-party bank that Square Financial Services could draw upon in the event that we fail to provide sufficient funds to maintain Square Financial Services’ capital ratios at the required levels. The Parent Company Agreement requires, among other things, that we consent to the FDIC’s examination of us and our subsidiaries; limit our representation on Square Financial Services’ board of directors to no more than 25 percent; submit a contingency plan to the FDIC that describes likely scenarios of significant financial or operational stress and, if we were unable to serve as a source of financial strength, options for the orderly wind down or sale of Square Financial Services; and engage a third party to review and provide periodic reports concerning the effectiveness of our complaint response system. Jack Dorsey, who is considered our controlling shareholder in this context, also agreed to cause us to perform under these agreements. Should we fail to comply with these obligations, we could be subject to regulatory sanctions. In addition, any failure by Square Financial Services to comply with applicable laws, rules, and regulations could also subject us and Square Financial Services to regulatory sanctions. These sanctions could adversely impact our reputation and our business, require us to expend significant funds for remediation, and expose us to litigation and other potential liability.

Square Financial Services is subject to extensive supervision and regulation, including the Dodd-Frank Act and its related regulations, which are subject to change and could involve material costs or affect operations.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, effected significant changes to U.S. financial regulations and required rulemaking by U.S. financial regulators including adding a new Section 13 to the Bank Holding Company Act known as the Volcker Rule. The Volcker Rule generally restricts certain banking entities (such as Square Financial Services) from engaging in proprietary trading activities and from having an ownership interest in or sponsoring any private equity funds or hedge funds (or certain other private issuing entities). The current activities of Square Financial Services have not been and are not expected to be materially affected by the Volcker Rule. Nevertheless, we cannot predict whether, or in what form, any other proposed regulations or statutes or changes to implementing regulations will be adopted or the extent to which the business operations of Square Financial Services may be affected by any new regulation or statute. Such changes could subject our business to additional compliance burden, costs, and possibly limit the types of financial services and products we may offer.

Square Financial Services is also subject to the requirements in Sections 23A and 23B of the Federal Reserve Act and the Federal Reserve Board’s implementing Regulation W, which regulate loans, extensions of credit, purchases of assets, and certain other transactions between an insured depository institution (such as Square Financial Services) and its affiliates. The statute and regulation require Square Financial Services to impose certain quantitative limits, collateral requirements and
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other restrictions on “covered transactions” between Square Financial Services and its affiliates and requires all transactions be on “market terms” and conditions consistent with safe and sound banking practices.

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services, and brand.


Our trade secrets, trademarks, copyrights, patents, and other intellectual property rights are critical to our success. We rely on, and expect to continue to rely on, a combination of confidentiality, invention assignment, and license agreements with our employees, consultants, and third parties with whom we have relationships, as well as trademark, trade dress, domain name, copyright, trade secret, and patent rights, to protect our brand and other intellectual property rights. However, various events outside of our control may pose a threat to our intellectual property rights, as well as to our products and services. Effective protection of trademarks, copyrights, domain names, patent rights, and other intellectual property rights is expensive and difficult to maintain, both in terms of application and maintenance costs, as well as the costs of defending and enforcing those rights. The efforts we have taken to protect our intellectual property rights may not be sufficient or effective. Our intellectual property rights may be infringed, misappropriated, or challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. Similarly, our reliance on unpatented proprietary information and technology, such as trade secrets and confidential information, depends in part on agreements we have in place with employees and third parties that place restrictions on the use and disclosure of this intellectual property. These agreements may be insufficient or may be breached, or we may not enter into sufficient agreements with such individuals in the first instance, in either case potentially resulting in the unauthorized use or disclosure of our trade secrets and other intellectual property, including to our competitors, which could cause us to lose any competitive advantage resulting from this intellectual property. Individuals not subject to invention assignment agreements may make adverse ownership claims to our current and future intellectual property. There can be no assurance that our intellectual property rights will be sufficient to protect against others offering products or services that are substantially similar to ours and that compete with our business.


As of December 31, 2017, we had 379 issuedWe routinely apply for patents in forcethe U.S. and internationally to protect innovative ideas in the United States and abroad and 605 filedour technology, but we may not always be successful in obtaining patent applications pending in the United States and abroad, though there can be no assurance that any or all ofgrants from these pending applications will ultimately be issued as patents.applications. We also pursue registration of copyrights, trademarks, and domain names in the United States and in certain jurisdictions outside of the United States, but doing so may not always be successful or cost-effective. In general, we may be unable or, in some instances, choose not to obtain legal protection for our intellectual property, and our existing and future intellectual property rights may not provide us with competitive advantages or distinguish our products and services from those of our competitors. The laws of some foreign countries do not protect our intellectual property rights to the same extent as the laws of the United States, and effective intellectual property protection and mechanisms may not be available in those jurisdictions. We may need to expend additional resources to defend our intellectual property in these countries, and the inability to do so could impair our business or adversely affect our international expansion. Our intellectual property rights

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may be contested, circumvented, or found unenforceable or invalid, and we may not be able to prevent third parties from infringing, diluting, or otherwise violating them.

Additionally, our intellectual property rights and other confidential business information are subject to risks of compromise or unauthorized disclosure if our security measures or those of our third-party service providers are unable to prevent cyber-attacks. Significant impairments of our intellectual property rights, and limitations on our ability to assert our intellectual property rights against others, could have a material and adverse effect on our business.


WeAssertions by third parties of infringement or other violation by TIDAL of their intellectual property rights could harm our business.

Third parties have asserted, and may in the future assert, that we have infringed, misappropriated, or otherwise violated their copyrights, patents, and other intellectual property rights in connection with the TIDAL streaming service. Our ability to provide our streaming service is dependent upon our ability to license intellectual property rights to audio content, including sound recordings and videos, any musical compositions embodied therein, and any other media assets that artists and/or labels can add or provide with their tracks. Various laws and regulations govern the copyright and other intellectual property rights associated with audio and visual content, including sound recordings and musical compositions. Existing laws and regulations are evolving and subject to different interpretations, and various legislative or regulatory bodies may expand current or enact new laws or regulations. Although we expend significant resources to seek to comply with the statutory, regulatory, and judicial frameworks by, for example, entering into license agreements and complying with the terms and conditions of statutory licenses, we cannot assure you that we are not be able to secure financing on favorable terms,infringing or at all, to meet our future capital needs.

We have funded our operations since inception primarily through debt and equity financings, bank credit facilities, and capital lease arrangements. Whileviolating any third-party intellectual property rights, or that we believe that our existing cash and cash equivalents, marketable securities, and availability under our line of credit are sufficient to meet our working capital needs and planned capital expenditures, and service our debt, there is no guarantee that this will continue to be truenot do so in the future. In the future, we may require additional capitalIt is difficult to respond to business opportunities, refinancing needs, business and financial challenges, regulatory surety bond requirements, acquisitions,predict whether assertions of third-party intellectual property rights or unforeseen circumstances and may decide to engage in equityany infringement or debt financings or enter into additional credit facilities for other reasons, and we may not be able to secure anymisappropriation claims arising from such additional debt or equity financing or refinancing on favorable terms, in a timely manner, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or supportassertions will substantially harm our business, and to respond to business challenges could be significantly limited.

Any debt financing obtained by us in the future could also involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to operate our business, obtain additional capital, and pursue business opportunities, including potential acquisitions. Our credit facility contains affirmative and negative covenants, including customary limitations on the incurrence of certain indebtedness and liens, restrictions on certain inter-company transactions, and limitations on the amount of dividends and stock repurchases. Our ability to comply with these covenants may be affected by events beyond our control, and breaches of these covenants could result in a default under the credit facility and any future financial agreements into which we may enter. If not waived, defaults could cause our outstanding indebtedness under our credit facility and any future financing agreements that we may enter into to become immediately due and payable, which event may also constitute a default under our other indebtedness, including our 0.375% convertible senior notes due 2022 (Notes).

If we raise additional funds through further issuances of equity, convertible debt securities, or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences, and privileges senior to those of holders of our Class A common stock.

Servicing our Notes may require a significant amount of cash, and we may not have sufficient cash or the ability to raise the funds necessary to settle conversions of the Notes in cash, repay the Notes at maturity or repurchase the Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Notes.

On March 6, 2017, we issued $440.0 million aggregate principal amount of Notes.

Prior to December 1, 2021, the Notes are convertible at the option of the holders only under certain conditions or upon occurrence of certain events. Because the last reported sale price of our Class A common stock exceeded the applicable threshold for the relevant period in the calendar quarter ending December 31, 2017, the Notes are convertible at the option of the holders thereof during the calendar quarter ending March 31, 2018. Whether the Notes will be convertible following such calendar quarter will depend on the satisfaction of this condition, other conditions or such other certain events in the future. If holders of the Notes elect to convert their Notes, unless we elect to deliver solely shares of our Class A common stock to settle such conversion, we will be required to make cash payments in respect of the Notes being converted. In addition, holders of the Notes have the right to require us to repurchase all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the indenture governing the Notes) at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. If the Notes have not previously been converted or repurchased, we will be required to repay the Notes in cash at maturity.

Our ability to make required cash payments in connection with conversions of the Notes, repurchase the Notes in the event of a fundamental change or to repay or refinance the Notes at maturity will depend on market conditions and our future performance, which is subject to economic, financial, competitive and other factors beyond our control. We also may not use

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the cash proceeds we raised through the issuance of the Notes in an optimally productive and profitable manner. Since inception, our business has generated net losses and we may continue to incur significant losses. As a result, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Notes surrendered therefor or pay cash with respect to Notes being converted or at their maturity.

In addition, our ability to repurchase or to pay cash upon conversion or at maturity of the Notes may be limited by law, regulatory authority or agreements governing our future indebtedness. Our failure to repurchase Notes at a time when the repurchase is required by the indenture or to pay cash upon conversion or at maturity of the Notes as required by the indenture would constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under our credit facility or agreements governing our future indebtedness and have a material adverse effect on our business,operating results, of operations and financial condition. If the paymentwe are forced to defend against any infringement or misappropriation
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claims, whether they are with or without merit, are settled out of the related indebtedness were to be accelerated after any applicable noticecourt, or grace periods,are determined in our favor, we may not have sufficient fundsbe required to repayexpend significant time and financial resources on the indebtedness and repurchase the Notes ordefense of such claims. Furthermore, an adverse outcome of a dispute may require us to pay cash upon conversion or at maturity of the Notes.

Any acquisitions, strategic investments, entries into new businesses, divestitures, and other transactions could fail to achieve strategic objectives, disrupt our ongoing operations, and harm our business.

In pursuing our business strategy, we routinely conduct discussions and evaluate opportunities for possible acquisitions, strategic investments, entries into new businesses, divestitures, and other transactions. We continue to seek to acquire or invest in businesses, apps, or technologies that we believe could complement or expand our products and services, enhance our technical capabilities, or otherwise offer growth opportunities. The identification, evaluation, and negotiation of potential acquisitions or divestitures may divert the attention of management and entail various expenses, whether or not such transactions are ultimately completed. We also have limited experience in acquiring other businesses. In addition to opportunity costs, these transactions involve large challenges and risks, whether or not such transactions are completed, including risks that:
the transaction may not advance our business strategy;
we may be unable to identify opportunities on terms acceptable to us;
we may not realize a satisfactory return or increase our revenue;
we may experience disruptions on our ongoing operations and divert management’s attention;
we may be unable to retain key personnel;
we may experience difficulty in integrating technologies, IT systems, accounting systems, culture, or personnel;
acquired businesses may not have adequate controls, processes and procedures to ensure compliance with laws and regulations, and our due diligence process may not identify compliance issues or other liabilities;
we may assume additional financial or legal exposure, including exposure that is known to us;
we may have difficulty entering new market segments;
we may be unable to retain the customers and partners of acquired businesses;
there may be unknown, underestimated, or undisclosed commitments or liabilities, including actual or threatened litigation;
there may be regulatory constraints, particularly competition regulations that may affect the extent tosignificant damages, which we can maximize the value of our acquisitions or investments; and
acquisitions could result in dilutive issuances of equity securities or the incurrence of debt.
We may also choose to divest certain businesses or product lines that no longer fit with our strategic objectives. If we decide to sell assets or a business, we may have difficulty obtaining financing or selling on acceptable terms in a timely manner. Additionally, we may experience difficulty separating out portions of or entire businesses, incur potential loss of revenue or

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experience negative impact on margins. Such potential transactions may also delay achievement of our strategic objectives, cause us to incur additional expenses, potentially disrupt seller relationships, and expose us to unanticipated or ongoing obligations and liabilities.

Our reported financial results may be materially and adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board (FASB), the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could materially and adversely affect the transactions completed before the announcement of a change. Additionally, the adoption of new or revised accounting principles may require that we make significant changes to our systems, processes and controls.

For example, in February 2016, the FASB issued a new accounting standard for leasing which will be effective for us in fiscal year 2019. While we know it will have an impact, we are still evaluating the extent that this new accounting standard will impact our consolidated financial statements and related disclosures. Changes resulting from this and other new standards may result in materially different financial results and may require that we change how we process, analyze and report financial information and that we change financial reporting controls.

If currency exchange rates fluctuate substantially in the future, our financial results, which are reported in U.S. dollars, could be adversely affected.

As we continue to expand our global operations, we become more exposed to the effects of fluctuations in currency exchange rates. Our contracts are denominated primarily in U.S. dollars, and therefore the majority of our revenue are not subject to foreign currency risk. However, fluctuations in exchange rates of the U.S. dollar against foreign currencies could adversely affect our business, results of operations and financial condition. We incur expenses for employee compensation and other operating expenses at our non-U.S. locations in the local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of such expenses being higher. This could have a negative impact on our reported results of operations. From time to time, we may enter into forward contracts, options and/or foreign exchange swaps related to specific transaction exposures that arise in the normal course of our business, though we are not currently a party to any such hedging transactions. These and other such hedging activities may not eliminate our exposure to foreign exchange fluctuations. Moreover, the use of hedging instruments may introduce additional riskseven greater if we are unablefound to structure effective hedges with such instruments.

Wehave willfully infringed upon a party’s intellectual property; cease exploiting copyrighted content that we have previously had the ability to exploit; cease using solutions that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources to redesign our solutions; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies, content, or materials; indemnify our partners and other third parties; and/or take other actions that may have exposure to greater-than-anticipated tax liabilities, which may materiallymaterial and adversely affect our business.

We are subject to income taxes and non-income taxes in the United States and other countries in which we conduct business, and such laws and rates vary by jurisdiction. We are subject to review and audit by U.S. federal, state, local and foreign tax authorities. Such tax authorities may disagree with tax positions we take and if any such tax authority were to successfully challenge any such position, our financial results and operations could be materially and adversely affected. For example, the Office of the Treasurer and Tax Collector of the City and County of San Francisco (the "Tax Collector") has issued us a formal notice relating to the Company's classification of its business activities. Although we disagree with the Tax Collector's position and are contesting this matter, the ultimate resolution is uncertain and, if the Tax Collector’s position were to prevail, we could have additional tax liabilities, which may adversely affect our financial condition and results of operations in the periods for which such determination is made. In addition, our future tax liability could be adversely affected by changes in tax laws, rates, and regulations. The determination of our worldwide provision for income and other taxes is highly complex and requires significant judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our estimates are reasonable, the amount ultimately payable may differ from amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.

Federal income tax reform could have unforeseenadverse effects on our business, operating results, and financial condition and results of operations.condition.

The 2017 Tax Cuts and Jobs Act ("2017 Tax Act") was enacted on December 22, 2017 and contains many significant changes to U.S. Federal tax laws. The 2017 Tax Act requires complex computations that were not previously provided for under U.S. tax law. The Company has provided for an estimated effect of the 2017 Tax Act in its financial statements. The 2017 Tax Act requires significant judgments to be made in interpretation of the law and significant estimates in the calculation of the provision for income taxes. However, additional guidance may be issued by the IRS, Department of the Treasury, or other

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governing bodies that may significantly differ from the Company's interpretation of the law, which could have unforeseen effects on our financial condition and results of operations.


Risks Related to Ownership of Our Common Stock


The dual class structure of our common stock has the effect of concentrating voting control within our stockholders who held our stock prior to our initial public offering, including many of our employees and directors and their affiliates; this will limit or preclude your ability to influence corporate matters.


Our Class B common stock has ten votes per share, and our Class A common stock has one vote per share. Stockholders who hold shares of Class B common stock, including manycertain of our executive officers, employees, and directors and their affiliates, held approximately 80.4%60.48% of the voting power of our combined outstanding capital stock as of December 31, 2017.2021. Our executive officers and directors and their affiliates held approximately 75.2%62.90% of the voting power of our combined outstanding capital stock as of December 31, 2017.2021. Because of the ten-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively hold more than a majority of the combined voting power of our common stock, and therefore such holders are able to control all matters submitted to our stockholders for approval. When the shares of our Class B common stock represent less than 5% of the combined voting power of our Class A common stock and Class B common stock, the then-outstanding shares of Class B common stock will automatically convert into shares of Class A common stock.


Transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers to entities, including certain charities and foundations, to the extent the transferor retains sole dispositive power and exclusive voting control with respect to the shares of Class B common stock.exceptions. Such conversions of Class B common stock to Class A common stock upon transfer will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. If, for example, our Class B stockholders retain shares of Class B common stock constituting as little as 10% of all outstanding shares of our Class A and Class B common stock combined, they will continue to control a majority of the combined voting power of our outstanding capital stock.

We will continue to incur significantly increased costs and devote substantial management time as a result of operating as a public company.

As a public company, we incur significant legal, financial, and other expenses that we did not incur as a private company. We are subject to the reporting requirements of the Exchange Act and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the rules and regulations subsequently implemented by the SEC and the listing standards of the New York Stock Exchange (NYSE), including changes in corporate governance practices and the establishment and maintenance of effective disclosure and financial controls. Continuing to comply with these requirements may increase our legal and financial compliance costs and may make some activities more time consuming and costly. In addition, our management and other personnel must divert attention from operational and other business matters to devote substantial time to these requirements. If we are unable to continue to meet these requirements, we may not be able to remain listed on the NYSE, which could result in potential loss of confidence by our customers and employees, loss of institutional investor interest, fewer business development opportunities, class action or shareholder derivative lawsuits, depressed stock price, limited liquidity of our Class A common stock, and other material adverse consequences. Moreover, we could incur additional compensation costs in the event that we decide to pay cash compensation closer to that of other public technology companies, which would increase our general and administrative expenses and could materially and adversely affect our profitability.

If we are unable to maintain effective disclosure controls and internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, and the market price of our Class A common stock may be materially and adversely affected.

We are continuing to develop and refine our disclosure controls and improve our internal controls over financial reporting. We have expended, and anticipate that we will continue to expend, significant resources in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. If we identify material weaknesses in our disclosure controls or internal control over financial reporting in the

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future, we will be unable to assert that our internal controls are effective. If we are unable to do so, or if our auditors are unable to attest to management’s report on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A common stock to decline. We have identified significant deficiencies in our internal control over financial reporting in the past and have taken steps to remediate such deficiencies. However, our efforts to remediate them may not be effective or prevent any future deficiency in our internal controls. We are required to disclose material changes made in our internal controls and procedures on a quarterly basis.

Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results, and cause a decline in the market price of our Class A common stock.


The market price of our Class A common stock has been and will likely continue to be volatile, and you could lose all or part of your investment.


The market price of our Class A common stock has been and may continue to be subject to wide fluctuations in response to various factors, some of which are beyond our control and may not be related to our operating performance. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this Annual Report on Form 10-K, factors that could cause fluctuations in the market price of our Class A common stock include the following:

price and volume fluctuations in the overall stock market from time to time;
•general economic, regulatory, and market conditions, in particular conditions that adversely affect our sellers’ business and the amount of transactions they are processing;

•public health crises and related measures to protect the public health;

•sales of shares of our common stock by us or our stockholders;

•issuance of shares of our Class A common stock, whether in connection with an acquisition or upon conversion of some or all of our outstanding Convertible Notes;

•short selling of our Class A common stock or related derivative securities;

•from time to time we make investments in equity that is, or may become, publicly held, and we may experience volatility due to changes in the market prices of such equity investments;

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volatility in the market prices and trading volumes of companies in our industry or companies that investors consider comparable;
changes in operating performance and stock market valuations of other companies generally or of those in our industry in particular;
sales of shares of our common stock by us or our stockholders;
issuance of shares of our Class A common stock, whether in connection with an acquisition or upon conversion of some or all of our outstanding Notes;
failure of securities analysts to maintain coverage and/or to provide accurate consensus results of us, changes in financial estimates by securities analysts who follow us, or our failure to meet these estimates or the expectations of investors;
the financial or other projections we may provide to the public, any changes in those projections, or our failure to meet those projections;
announcements by us or our competitors of new products or services;
public reaction to our press releases, other public announcements, and filings with the SEC;
rumors and market speculation involving us or other companies in our industry;
actual or anticipated changes in our results of operations;
changes in the regulatory environment;
actual or anticipated developments in our business, our competitors’ businesses, or the competitive landscape generally;
litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;
announced or completed acquisitions of businesses or technologies by us or our competitors;
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

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•fluctuations in the price of bitcoin, and potentially any impairment charges in connection with our investments in bitcoin;
changes in accounting standards, policies, guidelines, interpretations, or principles;
actual or perceived data security incidents that we or our service providers may suffer;

any significant change in our management; and
•reports by securities or industry analysts that are interpreted either negatively or positively by investors, failure of securities analysts to maintain coverage and/or to provide accurate consensus results of us, changes in financial estimates by securities analysts who follow us, or our failure to meet these estimates or the expectations of investors;

general economic conditions and slow or negative growth of our markets.
•the financial or other projections we may provide to the public, any changes in those projections, or our failure to meet those projections;

•announcements by us or our competitors of new products or services;

•rumors and market speculation involving us or other companies in our industry;

•actual or perceived data security incidents that we or our service providers may suffer; and

•actual or anticipated developments in our business, our competitors’ businesses, or the competitive landscape generally.

In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. ThisSuch litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.


Our Class A common stock is listed to trade on more than one stock exchange, and this may result in price variations.

Our Class A common stock is listed for trade on the NYSE and as CHESS Depositary Interests, or CDIs, on the Australian Securities Exchange (“ASX”). Dual-listing may result in price variations between the exchanges due to a number of factors. Our Class A common stock is traded in U.S. dollars on the NYSE and our CDIs are traded in Australian Dollars on the ASX. The two exchanges also have differing vacation schedules. Differences in the trading schedules, as well as volatility in the exchange rate of the two currencies, among other factors, may result in different trading prices for our Class A common stock on the two exchanges. Other external influences may also have different effects on the trading price of our Class A common stock on the two exchanges.

The convertible note hedge and warrant transactions may affect the value of our Class A common stock.


In connection with the issuance of theeach series of our Convertible Notes, we entered into convertible note hedge transactions with certain financial institutions, which we refer to as the “option counterparties”.option counterparties. We also entered into warrant transactions with the option counterparties pursuant to which we sold warrants for the purchase of our Class A common stock. The convertible note hedge transactions are expected generally to reduce the potential dilution to our Class A common stock upon any conversion of the Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Convertible Notes, as the case may be. The warrant transactions would separately have a dilutive effect to the extent that the market price per share of our Class A common stock exceeds the strike price of any warrants unless, subject to the terms of the warrant transactions, we elect to cash settle the warrants.

From time to time, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivative transactions with respect to our Class A common stock and/or purchasing or selling our Class A common stock or other securities of ours in secondary market transactions prior to the maturity of the Convertible Notes. This activity could cause or avoid an increase or a decrease in the market price of our Class A common stock.


Anti-takeover provisions contained in our amended and restated certificate of incorporation, our amended and restated bylaws, and provisions of Delaware law could impair a takeover attempt.


Our amended and restated certificate of incorporation (“certificate of incorporation”), our second amended and restated bylaws (“bylaws”), and Delaware law contain provisions whichthat could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors and therefore depress the trading price of our Class A common stock.

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Among other things, our amended and restateddual-class common stock structure provides our holders of Class B common stock with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding shares of common stock. Further, our certificate of incorporation and amended and restated bylaws include provisions (i) creating a classified board of directors whose members serve staggered three-year terms; (ii) authorizing “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our common stock; (iii) limiting the ability of our stockholders to call special meetings; (iv) eliminating the ability of our stockholders to act by written consent without a meeting or to remove directors without cause; and (v) requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors. These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.


As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law, which prevents certain stockholders holding more than 15% of our outstanding capital stock from engaging in certain business combinations without the approval of our board of directors or the holders of at least two-thirds of our outstanding capital stock not held by such stockholder.


Any provision of our amended and restated certificate of incorporation, amended and restated bylaws, or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our capital stock and could also affect the price that some investors are willing to pay for our Class A common stock.


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Our amended and restated bylaws provide that the Court of Chancery ofa state court or federal court located within the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorablechoose the judicial forum for disputes with us or our directors, officers, or employees.


Our amended and restated bylaws provide that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, another state court in Delaware or federal district court for the District of Delaware) is the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers, or other employees to us or to our stockholders; (iii) any action asserting a claim arising pursuant to the Delaware General Corporation Law;Law, our certificate of incorporation or our bylaws; or (iv) any action asserting a claim governed by the internal affairs doctrine.doctrine, in all cases subject to the court having jurisdiction over the claims at issue and the indispensable parties. The choice of forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material and adverse impact on our business.


If securitiesSection 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or industry analysts publish reportscontrary rulings by different courts, among other considerations, our bylaws also provide that are interpreted negatively by the investment community, publish negative research reports about our business,federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

Any person or cease coverageentity purchasing or otherwise acquiring any interest in any of our companysecurities shall be deemed to have notice of and consented to the foregoing bylaw provisions. Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or failany of our directors, officers, stockholders, or other employees, which may discourage lawsuits with respect to regularly publish reports onsuch claims against us and our share pricecurrent and trading volume could decline.

The trading market forformer directors, officers, stockholders, or other employees. Our stockholders will not be deemed to have waived our Class A common stock depends, to some extent, oncompliance with the researchfederal securities laws and reports that securities or industry analysts publish about us,the rules and regulations thereunder as a result of our business, our market, or our competitors. We do not have any control over these analysts orexclusive forum provisions. Further, in the informationevent a court finds either exclusive forum provision contained in their reports. If oneour bylaws to be unenforceable or more analysts publish research reports that are interpreted negatively by the investment community, or have a negative tone regarding our business, financial or operating performance, industry or end-markets, our share price could decline. In addition, if a majority of these analysts cease coverage of our company or fail to regularly publish reports on us,inapplicable in an action, we could lose visibilitymay incur additional costs associated with resolving such action in the financial markets,other jurisdictions, which could causeharm our share price or trading volume to decline.results of operations.


We do not intend to pay dividends for the foreseeable future.
49

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our common stock if the trading price of our common stock increases. Investors seeking cash dividends should not purchase shares of our common stock. Our ability to pay dividends is restricted by the terms of our revolving credit facility and is also subject to limitations imposed by certain financial regulations.


Additional stock issuances could result in significant dilution to our stockholders.

We may issue additional equity securities to raise capital, make acquisitions, or for a variety of other purposes. Additional issuances of our stock may be made pursuant to the exercise or conversion of new or existing convertible debt securities, warrants, stock options, or other equity incentive awards to new and existing service providers. Any such issuances will result in dilution to existing holders of our stock. We rely on equity-based compensation as an important tool in recruiting and retaining employees. The amount of dilution due to equity-based compensation of our employees and other additional issuances could be substantial.

Item 1B. UNRESOLVED STAFF COMMENTS
None.


Item 2. PROPERTIES


Our corporate headquarters, which includeThe Company leases 469,056 square feet of space in San Francisco, California, for product development, sales, marketing, and business operations are located in San Francisco, California. It consists of 338,910 square feet of space under a lease that expires in 2023. We also lease 43,68959,905 square feet in New York, New York for a product development, sales, and business operations office under a lease that expires in 2025. WeIn December 2018, we entered into a lease arrangement for 355,762 square feet of office space in Oakland, California under a lease that expires in 2031. In July 2019, the Company entered into a lease arrangement for 226,185 square feet of office space in St Louis, Missouri, for a term of 15.5 years with options to extend the lease term for two 5-year terms. The lease commencement date varies by floor beginning in May 2020. In addition, we also have offices in several other locations and believe our facilities are sufficient for our current needs.



36






Item 3. LEGAL PROCEEDINGS


We are currently a party to, and may in the future be involved in, various litigation matters (including intellectual property litigation), legal claims, and government investigations.

We were For information regarding legal proceedings in which we are involved, see “Litigation and Regulatory Matters” in a class action lawsuit concerning independent contractors in connection with our Caviar business. On March 19, 2015, Jeffry Levin, on behalf of a putative nationwide class, filed a lawsuit in the United States District Court for the Northern District of California against our wholly owned subsidiary, Caviar, Inc., which, as amended, alleged that Caviar misclassified Mr. Levin and other similarly situated couriers as independent contractors and, in doing so, violated various provisionsNote 18 of the California Labor Code and California Business and Professions Codeaccompanying notes to our consolidated financial statements, which is incorporated herein by requiring them to pay various business expenses that should have been borne by Caviar. The Court compelled arbitration of Mr. Levin’s individual claims on November 16, 2015 and dismissed the lawsuit in its entirety with prejudice on May 2, 2016. On June 1, 2016, Mr. Levin filed a Notice of Appeal of the Court’s order compelling arbitration with the United States Court of Appeals for the Ninth Circuit. Mr. Levin filed his opening appellate brief regarding the order compelling arbitration of his individual claims on October 7, 2016. We filed our answering brief on December 7, 2016, and Mr. Levin filed his reply on December 21, 2016. No hearing date was set. Mr. Levin also sought an award of penalties pursuant to the Labor Code Private Attorneys General Act of 2004 (PAGA). The parties stipulated that Mr. Levin would no longer pursue this PAGA claim but that it may instead be pursued by a different courier. Subsequently, couriers Nadezhda Rosen and La’Dell Brewster filed a new PAGA-only claim in the Superior Court of the State of California for the County of San Francisco (Superior Court) on November 7, 2016. Plaintiffs claimed that Caviar misclassified its couriers as independent contractors resulting in numerous violations of the California Labor Code, pursuant to which plaintiffs sought statutory penalties for those violations.In February 2017, we participated in a mediation with the parties in these Caviar misclassification suits to explore resolution of the matters at hand. After continued negotiation, the parties reached a global settlement of these suits, which has been confirmed. As a result, the Levin and Rosen lawsuits were dismissed with prejudice in their respective courts on January 24, 2018 and January 18, 2018, respectively.reference.

In addition, from time to time, we are involved in various other litigationlegal matters, investigations, claims, and disputes arising in the ordinary course of business. We cannot at this time fairly estimate a reasonable range of exposure, if any, of the potential liability with respect to these other matters. While we do not believe, at this time, that any ultimate liability resulting from any of these other matters will have a material adverse effect on our results of operations, financial position, or liquidity, we cannot give any assurance regarding the ultimate outcome of these other matters, and their resolution could be material to our operating results for any particular period.



37






Item 4. MINE SAFETY DISCLOSURES


Not applicable.



38
50






PART II




Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Market Information for Common Stock


Our Class A common stock began trading on the New York Stock Exchange under the symbol “SQ” on November 19, 2015. Prior to that date, there was no public trading market for our Class A common stock. Our CHESS Depositary Interests ("CDIs") are traded on the Australian Securities Exchange (the "ASX") under the symbol "SQ2". There is no public trading market for our Class B common stock. The following table sets forth the high and low sales price per share of our Class A common stock as reported on the New York Stock Exchange for the period indicated: 


Year Ended December 31, 2017 High Low
First Quarter $18.17
 $13.66
Second Quarter $24.97
 $16.66
Third Quarter $29.00
 $22.66
Fourth Quarter $49.56
 $28.78
Year Ended December 31, 2016    
First Quarter $15.91
 $8.06
Second Quarter $15.87
 $8.42
Third Quarter $12.54
 $8.78
Fourth Quarter $14.82
 $10.88

Holders of Record
As of February 22, 2018,18, 2022, there were 50933 holders of record of our Class A common stock and 10533 holders of record of our Class B common stock. Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners of our Class A common stock represented by these record holders. As of February 18, 2022, we estimate that we have approximately 57,773 holders of record of our CDIs.


Dividend Policy

We have never declared nor paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not expect to pay any dividends on our capital stock in the foreseeable future. Any future determination relating to our dividend policy will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors considers relevant.
Unregistered Sales of Equity Securities
None.


39





Issuer Purchases of Equity Securities
None.
PeriodTotal number of
Shares purchased		Average price paid
per share		Total number of shares purchased as part of publicly announced plans or programsMaximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
October 1 to October 31693,901(i)$239.29 (ii)— — 
November 1 to November 3014,493(iii)$255.04 (ii)— — 
December 1 to December 31192(iv)$— — — 
Total708,586$243.99 (ii)— — 

(i) Includes 8,877 shares that have been withheld by the Company to satisfy its tax withholding and remittance obligations in connection with the vesting of restricted stock awards. In addition, the Company exercised a pro-rata portion of convertible note hedges (described in Note 13, Indebtedness, of the Notes to the Consolidated Financial Statements) to offset the shares of the Company’s Class A common stock issued to settle the conversion of certain Convertible Notes. The note hedges were net shares settled and the Company received 685,024 shares of the Company's Class A common stock from the counterparties in October of 2021.
(ii) Excludes the shares received through the exercise of the note hedges.
(iii) Includes 3,773 shares that have been withheld by the Company to satisfy its tax withholding and remittance obligations in connection with the vesting of restricted stock awards. In addition, the Company exercised a pro-rata portion of convertible note hedges (described in Note 13, Indebtedness, of the Notes to the Consolidated Financial Statements) to offset
51

the shares of the Company’s Class A common stock issued to settle the conversion of certain Convertible Notes. The note hedges were net shares settled and the Company received 10,720 shares of the Company's Class A common stock from the counterparties in November of 2021.
(iv) The Company exercised a pro-rata portion of convertible note hedges (described in Note 13, Indebtedness, of the Notes to the Consolidated Financial Statements) to offset the shares of the Company’s Class A common stock issued to settle the conversion of certain Convertible Notes. The note hedges were net shares settled and the Company received 192 shares of the Company's Class A common stock from the counterparties in December of 2021.
52

Performance Graph


This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Square,Block, Inc. under the Securities Act of 1933, as amended, or the Exchange Act.
The following graph compares the cumulative total return to stockholders on our common stock relative to the cumulative total returns of the Standard & Poor’s 500 Index, or S&P 500, and the S&P North American Technology Index. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each index on November 19,December 31, 2015 the date our Class A common stock began trading on the NYSE, and its relative performance is tracked through December 31, 2017.2021. The returns shown are based on historical results and are not intended to suggest future performance.
sq-20211231_g3.jpg
Company/Index12/31/201612/31/201712/31/201812/31/201912/31/202012/31/2021
Block, Inc.$100.00 $254.37 $411.52 $458.99 $1,596.77 $1,184.96 
S&P 500$100.00 $121.83 $116.49 $153.17 $181.35 $233.41 
S&P North American Technology$100.00 $137.78 $141.75 $202.25 $293.57 $371.08 

53
Company/Index 11/19/2015
 12/31/2015
 12/31/2016
 12/31/2017
Square, Inc. 100
 100.15
 104.28
 265.26
S&P 500 100
 98.72
 110.52
 134.65
S&P North American Technology 100
 99.20
 111.15
 151.43


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Item 6. SELECTED FINANCIAL DATA[RESERVED]


The following selected consolidated statement of operations data for the years ended December 31, 2017, 2016, and 2015, and the consolidated balance sheet data as of December 31, 2017, and 2016, have been derived from our audited consolidated financial statements and should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The following selected consolidated statement of operations data for the years ended December 31, 2014, and 2013, and the consolidated balance sheet data as of December 31, 2015, and 2014, are derived from our audited consolidated financial statements which are not included in this Annual Report on Form 10-K.


41
54






 Year Ended December 31,
 2017 2016 2015 2014 2013
 (in thousands, except per share data)
Consolidated Statement of Operations Data:    
Revenue:         
Transaction-based revenue$1,920,174
 $1,456,160
 $1,050,445
 $707,799
 $433,737
Starbucks transaction-based revenue—
 78,903
 142,283
 123,024
 114,456
Subscription and services-based revenue252,664
 129,351
 58,013
 12,046
 —
Hardware revenue41,415
 44,307
 16,377
 7,323
 4,240
Total net revenue2,214,253
 1,708,721
 1,267,118
 850,192
 552,433
Cost of revenue:         
Transaction-based costs1,230,290
 943,200
 672,667
 450,858
 277,833
Starbucks transaction-based costs—
 69,761
 165,438
 150,955
 139,803
Subscription and services-based costs75,720
 43,132
 22,470
 2,973
 —
Hardware costs62,393
 68,562
 30,874
 18,330
 6,012
Amortization of acquired technology6,544
 8,028
 5,639
 1,002
 —
Total cost of revenue1,374,947
 1,132,683
 897,088
 624,118
 423,648
Gross profit839,306
 576,038
 370,030
 226,074
 128,785
Operating expenses:         
Product development321,888
 268,537
 199,638
 144,637
 82,864
Sales and marketing253,170
 173,876
 145,618
 112,577
 64,162
General and administrative250,553
 251,993
 143,466
 94,220
 68,942
Transaction, loan and advance losses67,018
 51,235
 54,009
 24,081
 15,329
Amortization of acquired customer assets883
 850
 1,757
 1,050
 —
Impairment of intangible assets—
 —
 —
 —
 2,430
Total operating expenses893,512
 746,491
 544,488
 376,565
 233,727
Operating loss(54,206) (170,453) (174,458) (150,491) (104,942)
Interest and other (income) expense, net8,458
 (780) 1,613
 2,162
 (962)
Loss before income tax(62,664) (169,673) (176,071) (152,653) (103,980)
Provision for income taxes149
 1,917
 3,746
 1,440
 513
Net loss(62,813) (171,590) (179,817) (154,093) (104,493)
Deemed dividend on Series E preferred stock—
 —
 (32,200) —
 —
Net loss attributable to common stockholders$(62,813) $(171,590) $(212,017) $(154,093) $(104,493)
Net loss per share attributable to common stockholders:         
Basic$(0.17) $(0.50) $(1.24) $(1.08) $(0.82)
Diluted$(0.17) $(0.50) $(1.24) $(1.08) $(0.82)
Weighted-average shares used to compute net loss per share attributable to common stockholders:         
Basic379,344
 341,555
 170,498
 142,042
 127,845
Diluted379,344
 341,555
 170,498
 142,042
 127,845


42





Costs and expenses include share-based compensation expense as follows:
 Year Ended December 31,
 2017 2016 2015 2014 2013
 (in thousands)
Cost of revenue$77
 $—
 $—
 $—
 $—
Product development98,310
 91,404
 54,738
 24,758
 8,820
Sales and marketing17,568
 14,122
 7,360
 3,738
 1,235
General and administrative39,881
 33,260
 20,194
 7,604
 4,603
Total share-based compensation$155,836
 $138,786
 $82,292
 $36,100
 $14,658

 December 31,  
 2017 2016 2015 2014 2013
 (in thousands)  
Consolidated Balance Sheet Data:         
Cash and cash equivalents$696,474
 $452,030
 $461,329
 $222,315
 $166,176
Settlements receivable620,523
 321,102
 142,727
 115,481
 64,968
Working capital805,467
 423,961
 371,361
 218,761
 124,061
Total assets2,187,270
 1,211,362
 894,772
 541,888
 318,341
Customers payable733,736
 431,632
 224,811
 148,648
 95,794
Long-term debt (Note 9)358,572
 —
 —
 30,000
 —
Total stockholders’ equity786,333
 576,153
 508,048
 273,672
 162,294

Key Operating Metrics and Non-GAAP Financial Measures
We collect and analyze operating and financial data to evaluate the health of our business, allocate our resources, and assess our performance. In addition to revenue, net income (loss), and other results under generally accepted accounting principles (GAAP), the following table sets forth key operating metrics and non-GAAP financial measures we use to evaluate our business. We believe these metrics and measures are useful to facilitate period-to-period comparisons of our business, and to facilitate comparisons of our performance to that of other payment processors. Each of these metrics and measures excludes the effect of our processing agreement with Starbucks which transitioned to another payments solutions provider in the fourth quarter of 2016. As we do not expect transactions with Starbucks to recur, we believe it is useful to exclude Starbucks activity to clearly show the impact Starbucks has had on our financial results historically. Our agreements with other sellers generally provide both those sellers and us the unilateral right to terminate such agreements at any time, without fine or penalty.
 Year Ended December 31,
 2017 2016 2015 2014 2013
 
(in thousands, except for GPV and per share data)
Gross Payment Volume (GPV) (in millions)$65,343
 $49,683
 $35,643
 $23,780
 $14,822
Adjusted Revenue$983,963
 $686,618
 $452,168
 $276,310
 $160,144
Adjusted EBITDA$139,009
 $44,887
 $(41,115) $(67,741) $(51,530)
Adjusted Net Income (Loss) Per Share:         
Basic$0.30
 $0.04
 $(0.39) $(0.62) $(0.46)
Diluted$0.27
 $0.04
 $(0.39) $(0.62) $(0.46)


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Gross Payment Volume (GPV)
We define GPV as the total dollar amount of all card payments processed by sellers using Square, net of refunds. Additionally, GPV includes Cash App activity related to peer-to-peer payments sent from a credit card and Cash for Business. As described above, GPV excludes card payments processed for Starbucks.

Adjusted Revenue
Adjusted Revenue is a non-GAAP financial measure that we define as our total net revenue less transaction-based costs, adjusted to eliminate the effect of activity with Starbucks. As described above, Starbucks completed its previously announced transition to another payments provider and has ceased using our payments solutions altogether, and we believe that providing Adjusted Revenue metrics that exclude the impact of our agreement with Starbucks is useful to investors.
We believe it is useful to subtract transaction-based costs from total net revenue to derive Adjusted Revenue as this is a primary metric used by management to measure our business performance, and it affords greater comparability to other payments solution providers. Substantially all of the transaction-based costs are interchange and assessment fees, processing fees and bank settlement fees paid to third-party payment processors and financial institutions. While some payments solution providers present their revenue in a similar fashion to us, others present their revenue net of transaction-based costs because, unlike us, they pass through these costs directly to their sellers and are not deemed the principal in these arrangements. Under our standard pricing model, we do not pass through these costs directly to our sellers.
Adjusted Revenue has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with GAAP. These limitations include the following:
Adjusted Revenue is net of transaction-based costs, which is our largest cost of revenue item; and

other companies, including companies in our industry, may calculate Adjusted Revenue differently or not at all, which reduces its usefulness as a comparative measure.

Because of these limitations, you should consider Adjusted Revenue alongside other financial performance measures, including total net revenue and our financial results presented in accordance with GAAP. The following table presents a reconciliation of total net revenue to Adjusted Revenue for each of the periods indicated:
 Year Ended December 31,
 2017 2016 2015 2014 2013
 (in thousands)
Total net revenue$2,214,253
 $1,708,721
 $1,267,118
 $850,192
 $552,433
Less: Starbucks transaction-based revenue—
 78,903
 142,283
 123,024
 114,456
Less: transaction-based costs1,230,290
 943,200
 672,667
 450,858
 277,833
Adjusted Revenue$983,963
 $686,618
 $452,168
 $276,310
 $160,144

Adjusted EBITDA, Adjusted Net Income (Loss), and Adjusted Net Income (Loss) Per Share
Adjusted EBITDA, Adjusted Net Income (Loss), and Adjusted Net Income (Loss) Per Share are non-GAAP financial measures that represent our net income (loss) and net income (loss) per share, adjusted to eliminate the effect of Starbucks transactions and certain other items as described below. We have included these non-GAAP financial measures in this Annual Report on Form 10-K because they are key measures used by our management to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. Accordingly, we believe these measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. In addition, they provide useful measures for period-to-period comparisons of our business, as they remove the effect of certain non-cash items and certain variable charges.

We exclude Starbucks transaction-based revenue and Starbucks transaction-based costs. As described above, Starbucks completed its previously announced transition to another payments solution provider and has ceased using our payments

44





solutions altogether, and we believe that providing non-GAAP financial measures that exclude the impact of Starbucks is useful to investors.

We believe it is useful to exclude non-cash charges, such as amortization of intangible assets, and share-based compensation expenses, from our non-GAAP financial measures because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations.

In connection with the issuance of our convertible senior notes (as described in Note 9), we are required to recognize non-cash interest expense related to amortization of debt discount and issuance costs. We believe that excluding these expenses from our non-GAAP measures is useful to investors because such incremental non-cash interest expense does not represent a current or future cash outflow for the Company and is therefore not indicative of our continuing operations or meaningful when comparing current results to past results.

We exclude the litigation settlement with Robert E. Morley (as described in Note 1), gain or loss on the sale of property and equipment, and impairment of intangible assets from non-GAAP financial measures because we do not believe that these items are reflective of our ongoing business operations.

In addition to the items above, Adjusted EBITDA as a non-GAAP financial measure also excludes depreciation, other cash interest income and expense, other income and expense and provision or benefit from income taxes, as these items are not components of our core business operations.

Non-GAAP financial measures have limitations, should be considered as supplemental in nature and are not meant as a substitute for the related financial information prepared in accordance with GAAP. These limitations include the following:

share-based compensation expense has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy;

the intangible assets being amortized may have to be replaced in the future, and the non-GAAP financial measures do not reflect cash capital expenditure requirements for such replacements or for new capital expenditures or other capital commitments; and

non-GAAP measures do not reflect changes in, or cash requirements for, our working capital needs.

In addition to the limitations above, Adjusted EBITDA as a non-GAAP financial measure does not reflect the effect of depreciation expense and related cash capital requirements, income taxes that may represent a reduction in cash available to us, and the effect of foreign currency exchange gains or losses which is included in other income and expense.

Other companies, including companies in our industry, may calculate the non-GAAP financial measures differently or not at all, which reduces their usefulness as comparative measures.

Because of these limitations, you should consider the non-GAAP financial measures alongside other financial performance measures, including net loss and our other financial results presented in accordance with GAAP.

45





The following table presents a reconciliation of net loss to Adjusted EBITDA for each of the periods indicated (in thousands):
 Year Ended December 31,
 2017 2016 2015 2014 2013
Net loss$(62,813) $(171,590) $(179,817) $(154,093) $(104,493)
Starbucks transaction-based revenue—
 (78,903) (142,283) (123,024) (114,456)
Starbucks transaction-based costs—
 69,761
 165,438
 150,955
 139,803
Share-based compensation expense155,836
 138,786
 82,292
 36,100
 14,658
Depreciation and amortization37,279
 37,745
 27,626
 18,586
 8,272
Litigation settlement expense—
 48,000
 —
 —
 —
Interest and other (income) expense, net8,458
 (780) 1,613
 2,162
 (962)
Provision for income taxes149
 1,917
 3,746
 1,440
 513
Loss (gain) on sale of property and equipment
100
 (49) 270
 133
 2,705
Impairment of intangible assets—
 —
 —
 —
 2,430
Adjusted EBITDA$139,009
 $44,887
 $(41,115) $(67,741) $(51,530)

The following table presents a reconciliation of net loss to Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share for each of the periods indicated (in thousands, except per share data):

 Year Ended December 31,
 2017 2016 2015 2014 2013
Net loss$(62,813) $(171,590) $(179,817) $(154,093) $(104,493)
Starbucks transaction-based revenue—
 (78,903) (142,283) (123,024) (114,456)
Starbucks transaction-based costs—
 69,761
 165,438
 150,955
 139,803
Share-based compensation expense155,836
 138,786
 82,292
 36,100
 14,658
Amortization of intangible assets7,615
 9,013
 7,503
 2,133
 54
Litigation settlement expense—
 48,000
 —
 —
 —
Amortization of debt discount and issuance costs14,223
 —
 —
 —
 —
Loss (gain) on sale of property and equipment100
 (49) 270
 133
 2,705
Impairment of intangible assets—
 —
 —
 —
 2,430
Adjusted Net Income (Loss)$114,961
 $15,018
 $(66,597) $(87,796) $(59,299)
Adjusted Net Income (Loss) Per Share:         
Basic$0.30
 $0.04
 $(0.39) $(0.62) $(0.46)
Diluted$0.27
 $0.04
 $(0.39) $(0.62) $(0.46)
Weighted-average shares used to compute Adjusted Net Income (Loss) Per Share:         
Basic379,344
 341,555
 170,498
 142,042
 127,845
Diluted426,519
 370,258
 170,498
 142,042
 127,845
Basic Adjusted Net Income (Loss) Per Share is computed by dividing the Adjusted Net Income (Loss) by the weighted-average number of shares of common stock outstanding during the period.

Diluted Adjusted Net Income Per Share is computed by dividing Adjusted Net Income by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock.


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In periods when we recorded an Adjusted Net Loss, the Diluted Adjusted Net Loss Per Share is the same as Basic Adjusted Net Loss Per Share because the effects of potentially dilutive items were anti-dilutive given the Adjusted Net Loss position.


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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


You should readThis management's discussion and analysis provides a review of the results of operations, key operating metrics and non-GAAP financial measures, and liquidity and capital resources of Block, Inc. on a historical basis and outlines the factors that have affected recent earnings, as well as those factors that may affect future earnings. The following discussion and analysis should be read in conjunction with the information set forth under “Selected Financial Data” and our consolidated financial statements and relatedthe notes thereto included elsewhere in this Annual Report on Form 10-K.
This section of this Annual Report on Form 10-K generally discusses fiscal 2021 compared to fiscal 2020. The comparison of the fiscal 2020 results with the fiscal 2019 results that are not included in this Annual Report on Form 10-K can be found in the "Management's Discussion and Analysis Results of Operations" section in the Company's fiscal 2020 Annual Report on Part II, Item 7 of Form 10-K, filed on February 23, 2021.
The statements in this discussion regarding our expectations of our future performance;performance, liquidity, and capital resources; our plans, estimates, beliefs, and expectations that involve risks and uncertainties; and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements.


Overview


On December 1, 2021, we changed our name from Square to Block. Block is the name for the company as a corporate entity. We started Block with the Square ecosystem in February 2009 to enable businesses (sellers) to accept card payments, an important capability that was previously inaccessible to many businesses. However, sellers also need innovativemany solutions to thrive, and we have since expanded to provide them additional products and services and to give these businessesthem access to a cohesive ecosystem of tools to help them manage and grow their businesses. Similarly, with Cash App, we have built an ecosystem of financial services to help individuals manage their money. We also added TIDAL, and TBD as businesses to contribute to our purpose of economic empowerment. TBD, a bitcoin-focused business was established to build an open developer platform with the same tools as large businesses.goal of making it easy to create non-custodial, permissionless, and decentralized financial services.

Our Square ecosystem is a cohesive commerce ecosystem that helps our sellers start, run and grow their businesses.businesses, and consists of over 30 distinct software, hardware, and financial services products. We combine sophisticatedmonetize the majority of these products through a combination of transaction, subscription, and service fees. Our suite of cloud-based software with affordable hardware to enable sellers to turn mobile and computing devices into powerful payment and point-of-sale solutions. We focus on technology and designsolutions are integrated to create productsa seamless experience and services that are cohesive, fast, self-serve,enable a holistic view of sales, customers, employees, and dependable.

The foundation of our ecosystem is a full service, managed payments offering. Once a seller downloads the Square Point of Sale mobile app, they can quickly and easily take their first payment, because we can typically bring them onto our system in minutes.locations. With our offering,offerings, a seller can accept payments in person via magnetic stripe (a swipe), EMV (Europay, MasterCard, and Visa) (a dip),swipe, dip, or NFC (Near Field Communication) (a tap);tap of a card, or online via Square Invoices, Square Virtual Terminal, or the seller’s website. OnceWe also provide hardware to facilitate commerce for sellers, which includes magstripe readers, contactless and chip readers, Square Stand, Square Register, Square Terminal, and third-party peripherals. Our Square ecosystem includes Square Banking launched in July 2021 for our U.S. sellers, which consists of a suite of products including Square Savings, Square Checking, and Square Loans (formerly known as Square Capital). Square Checking is offered through a partner bank, and Square Savings and Square Loans are offered through our wholly-owned subsidiary Square Financial Services, Inc. ("Square Financial Services"). The industrial loan company charter for Square Financial Services was approved by the Federal Deposit Insurance Corporation ("FDIC") on our system,March 1, 2021. Square Financial Services offers banking services including certain loan and deposit products. In the second quarter of 2021, we began offering Square Loans in Australia. Square Savings allows sellers gainto automatically set aside funds from daily sales into savings accounts that earn interest. Square Checking provides sellers with an FDIC insured account allowing them instant access to technology and features such as reporting and analytics, next-day settlements, digital receipts, payment dispute and chargeback management, security, and Payment Card Industry (PCI) compliance.

Our commerce ecosystem also includes powerful point-of-sale software and services that help sellers make informed business decisions through the use of analytics and reporting. As a result, sellers can manage orders, inventory, locations, employees, and payroll; engage and grow their sales with customers; and gainthe ability to use those funds for business expenses using their Square Debit Card, withdraw from an ATM, transfer via ACH, or paying employees via Square Payroll. Square Loans offers sellers access to business loans through our Square Capital service. Some of these advanced point-of-sale features are broadly applicable to our seller base and include Employee Management and Customer Engagement. We have also extended our ecosystem to serve sellers with more specific needs. Our Build with Square developer platform (application programming interface or APIs) allows businesses with individualized needs to customize their business solutions while processing payments on Square and taking advantage of all the services in our ecosystem, including integration with third-party applications. In addition, certain verticals, such as service and retail sellers, benefit from specific features such as Invoices, Appointments, and Square for Retail. We monetize these features through either a per transaction fee, a subscription fee, or a service fee.

In the same way that we have empowered businesses with fast, simple, and cohesive tools, we see an opportunity with Cash App to build a similar ecosystem of services for individuals. Cash App offers individuals access to a fast, easy way to send and receive money electronically to and from individuals and businesses. We also offer our Cash App customers the ability to store their funds as well as use their funds via a Visa debit card. We have also recently added functionality to the Cash App to enable customers to buy and sell bitcoin.

We also serve sellers through Caviar, our food ordering platform that helps restaurants reach new customers and increase sales without additional overhead. Caviar revenue consists of seller fees charged to restaurants, delivery fees, and service fees from consumers. All fees are recognized upon delivery of the food, net of refunds.

With Square Capital, we facilitate the offering of loans to sellers based on theirthe seller's payment processing history, and the product is broadly available across our seller base. We currently fund a majority of these loans from arrangements with institutional third-party investors who purchase these loans.history. We recognize revenue upon the sale of the loans to third-party investors or over time as the sellers pay down the outstanding amounts for the loans that we hold as available for sale. We also earn a servicing fee from third-party investors that we record as revenue as we provide the services.


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We also provide hardware to facilitate commercesale or for sellers. This hardware includes magstripe reader, contactless and chip readers, chip card readers, Square Stand, Square Register and third-party peripherals.

investment.We have grown rapidly to serve millions of sellers that represent a diverse set of industries including(including services, food-related business, and retail services, and food-related businesses,businesses) and sizes, ranging from a single vendor at a farmers’ market to multi-location businesses. TheseSquare sellers also span geographies, including the United States, Canada, Japan, Australia, the United Kingdom, Ireland, France and Spain.

Our Cash App ecosystem provides financial tools for individuals to store, send, receive, spend and invest money. With Cash App, customers can fund their account with a bank account or debit card, send and receive peer-to-peer payments, add physical cash at participating retailers, deposit mobile checks, and receive direct deposit payments. Customers can make
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purchases with their Cash Card, a Visa prepaid card that is linked to the balance stored in Cash App. Additionally, customers can use Cash App Pay, a checkout option which allows customers to pay using their Cash App account. With Cash Boost, customers receive instant discounts when they make Cash Card purchases at designated merchants. Customers can also use their stored funds to buy and sell bitcoin and equity investments within Cash App. The Cash App ecosystem also includes a tax filing product for individuals, providing a seamless, mobile-first solution for individuals to file their taxes for free.

On January 31, 2022 (February 1, 2022 Australian Eastern Daylight Time), we completed the acquisition of Afterpay Limited (“Afterpay”), a global BNPL platform. The purchase consideration was comprised of 113,387,895 shares of the Company’s Class A common stock with an aggregate fair value of $13.9 billion based on the closing price of the Company’s Class A common stock on the acquisition date. In addition, under the terms of acquisition agreement, the Company issued replacement equity awards for outstanding equity awards to Afterpay employees. Refer to Note 8, Acquisitions, of Notes to the Condensed Consolidated Financial Statements for further details.
On April 30, 2021, we completed the acquisition of a majority ownership interest in TIDAL as detailed in Note 8, Acquisitions, of Notes to the Consolidated Financial Statements. TIDAL is a global music and entertainment platform that brings fans and artists together through unique music, content, and experiences. The acquisition extends our purpose of economic empowerment to musicians.
On May 20, 2021, we issued an aggregate principal amount of $2.0 billion of senior unsecured notes comprised of $1.0 billion of senior unsecured notes that mature on June 1, 2026 ("2026 Senior Notes") with a 2.75% interest rate, and $1.0 billion of senior unsecured notes that mature on June 1, 2031 ("2031 Senior Notes") with a 3.50% interest rate. The 2026 Senior Notes and 2031 Senior Notes will mature on each of its respective dates, unless earlier redeemed or repurchased. Interest on the 2026 Senior Notes and 2031 Senior Notes will be payable semi-annually on June 1 and December 1 of each year beginning on December 1, 2021. We intend to use the net proceeds from our 2026 Senior Notes and 2031 Senior Notes offerings for general corporate purposes, which may include potential acquisitions and strategic transactions, capital expenditures, investments and working capital.
We participated in two rounds of the Paycheck Protection Program (“PPP”) under the provisions of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). These PPP loans are guaranteed by the U.S. government and are eligible for forgiveness if the borrowers meet certain criteria. As of December 31, 2021, we had facilitated the issuance of $1.5 billion of loans in the aggregate under the program, of which we had sold $399.1 million to an investor. As of December 31, 2021, approximately $725.9 million in the aggregate of PPP loans had been forgiven by the SBA, of which, $679.6 million was forgiven in the year ended December 31, 2021. We approved and funded the last remaining PPP applications on May 21, 2021 upon exhaustion of the funds in the program.

To fund some of our PPP loans, we entered into Paycheck Protection Program Liquidity Facility agreements with the Federal Reserve Bank of San Francisco for an aggregate principal amount of up to $1.0 billion. Borrowings under the facility accrue interest at a rate of 0.35% and advances are collateralized by the same value of the loans originated under the PPP. The maturity date of any PPPLF advance is the maturity date of the PPP loan pledged to secure the advance, and will be accelerated upon the occurrence of certain events of default. The advances under the facility are repayable if the associated PPP loans are forgiven, repaid by the customer, or settled by the government guarantee. As of December 31, 2021, $497.5 million of PPPLF advances were outstanding.

Update on the Impact of COVID-19 on Current Trends and Outlook

In 2021, we experienced improvements in our business, despite elevated infection rates across the country due to various COVID-19 variants. These improvements were mainly as a result of varying states of continued economic recovery and re-openings in the majority of U.S. markets. We experienced growth in our Square GPV performance, as in-person activity at sellers continued to increase on a year-over-year basis. Overall, we continued to experience improvements in our business in our international markets, although regional lockdowns in select markets periodically affected in-person activity. Our Cash App business performed well due to increased consumer spending, as we continued to benefit from the strength of a broader macroeconomic recovery, regional re-openings, and government stimulus and relief programs enacted in response to COVID-19.

Although our business results remain positive, the continued effects of the COVID-19 pandemic on our financial results and the United Kingdom.

Operating Metric Overview (broader economic recovery are unknown. The emergence of new and more transmissible variants of COVID-19 has at times led to a resurgence of the virus, particularly in thousands, except for GPV, percentages and per share data)

populations with low vaccination rates. Further, the
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 Year Ended December 31, 2016 to 2017 2015 to 2016
 2017 2016 2015 % Change % Change
Gross Payment Volume (GPV) (in millions)$65,343
 $49,683
 $35,643
 32% 39%
Total net revenue$2,214,253
 $1,708,721
 $1,267,118
 30% 35%
Adjusted Revenue$983,963
 $686,618
 $452,168
 43% 52%
Net loss attributable to common stockholders$(62,813) $(171,590) $(212,017)    
Adjusted EBITDA$139,009
 $44,887
 $(41,115)    
Net loss per share attributable to common stockholders:         
Basic$(0.17) $(0.50) $(1.24)    
Diluted$(0.17) $(0.50) $(1.24)    
Adjusted Net Income (Loss) Per Share:         
Basic$0.30
 $0.04
 $(0.39)    
Diluted$0.27
 $0.04
 $(0.39)    
impacts of inflation on our business and the broader economy, which may be exacerbated by the economic recovery from the COVID-19 pandemic, may also impact our financial condition and results of operations.


Components of Results of Operations
Revenue
Transaction-based revenue. We charge our sellers a transaction fee for managed payments solutions that is generally calculated based on a percentage of the total transaction amount processed. We also selectively offer custom pricing for certain larger sellers. Transaction-based revenue also includes amounts we charge our Cash App customers for peer-to-peer transactions to business accounts and payments sent from a credit card.
Starbucks transaction-based revenue. During the fourth quarter of 2016, Starbucks completed its previously announced transition to another payments solution provider. Prior to this date we charged a percentage of the total transaction amount for payments solutions we offered to certain Starbucks-owned stores in the United States.
Subscription and services-based revenue. In addition to managed payments Revenue from Cash App, Square Loans (formerly known as Square Capital), and point-of-sale services, we offer ourInstant Transfers for sellers a range of products and services, with Instant Deposit, Caviar, and Square Capital, currently comprisingcomprise the majority of our subscription and services-based revenue. Cash App subscription and services-based revenue is primarily comprised of transaction fees from both Cash App Instant Deposit and Cash Card. Our other subscription and services-based products include Cash App,website hosting and domain name registration services, Gift Cards, Square Appointments, Customer Engagement, Employee Management, Payroll, Square Checking, and other subscription and services-based products offered through our Square Marketplace.product offerings.
    
Instant Deposit is a functionality within the Cash App and our managed payment solutions that enables customercustomers to instantly deposit funds into their bank accounts.accounts, while Cash Card offers Cash App customers the ability use their stored funds via a Visa prepaid card that is linked to the balance the customer stores in Cash App. We charge a per transaction fee which we recognize as revenue when customers instantly deposit funds to their bank account.account, use their Cash Card to make a purchase, or withdraw funds.

Revenue for Caviar, our food ordering platform, is derived from seller fees, which are a percentage of total food order value, delivery fees, and service fees paid by the consumer based on total food order value.

Square Capital facilitatesLoans originates loans to sellers that are offered through a partnership bank and are generally repaid through withholding a percentage of the collections of the seller's receivables processed by us. Duringus or a specified monthly amount. In April 2021, we began originating loans in the first quarterU.S. through our wholly-owned subsidiary bank, Square Financial Services. Prior to the launch of 2016, we fully

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transitioned from offering merchant cash advances (MCAs) to loans. TheSquare Financial Services, the loans arewere generally originated by a bank partner, from whom we purchasepurchased the loans obtainingto obtain all rights, title, and interest. Ourinterests. We also originate loans to the customers of certain sellers which are generally repaid via ACH. For some of the loans, it is our intention is to sell the rights, title, and interest in these loans to third-party investors for an upfront fee when the loans are sold.fee. We are retained by the third-party investors to service the loans and earn a servicing fee for facilitating the repayment of these receivablesloans through our payments solutions. Certain loans, for which we have the intention and ability to hold through maturity, are not immediately sold to third-party investors, in which case, interest and fees earned are recognized as revenue using the effective interest method.

TIDAL primarily generates revenue from subscriptions to its customers, and such subscriptions allow access to the song library, video library, and improved sound quality. Customers can subscribe to services directly from the TIDAL website or through the Apple store, for which the Company charges a monthly fee which is recognized ratably as revenue as the service is provided.
Hardware revenue. Hardware revenue includes revenue from sales of contactless and chip readers, chip card readers, Square Stand, Square Register, Square Terminal, and third-party peripherals. Third-party peripherals include cash drawers, receipt printers, and barcode scanners, all of which can be integrated with Square Stand, Square Register, or Square Terminal to provide a comprehensive point-of-sale solution. In

Bitcoin revenue. Our Cash App customers have the fourth quarterability to purchase bitcoin, a cryptocurrency. We recognize revenue when customers purchase bitcoin and it is transferred to the customer's account. We purchase bitcoin from private broker dealers or from Cash App customers and apply a small margin before selling it to our customers. The sale amounts received from our customers are recorded as revenue on a gross basis and the associated bitcoin cost as cost of 2017,revenues, as we began selling Square Register, our first all-in-one offering that combines our hardware, point-of-sale software,are the principal in the bitcoin sale transaction. We have determined we are the principal because we control the bitcoin before delivery to the customer, we are primarily responsible for the delivery of the bitcoin to the customer, we are exposed to risks arising from fluctuations of the market price of bitcoin before delivery to the customer, and payments technology.we have discretion in setting prices charged to the customer. Bitcoin revenue may fluctuate as a result of changes in customer demand or the market price of bitcoin.
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Cost of Revenue and Gross Margin
Transaction-based costs. Transaction-based costs consist primarily of interchange and assessment fees, processing fees, and bank settlement fees paid to third-party payment processors and financial institutions.
Starbucks transaction-based costs. Starbucks transaction-based costs consist of the same components as our overall transaction-based costs, as applicable to the previously described Starbucks transaction.
Subscription and services-based costs. Subscription and services-based costs consist primarily of Caviar-related costs which include payments to third-party couriers for deliveries and the cost of equipment provided to sellers. Cost of revenue for other subscription and services-based products consists primarily of the amortization related to the development of softwareCash App including Instant Deposit and Cash Card as well as Instant Transfer for certain subscription and services-based products.sellers.
Hardware costs. Hardware costs consist primarily of product costs associated with contactless and chip readers, chip card readers,Square Terminal, Square Stand, Square Register, and third-party peripherals. Product costs include manufacturing-related overhead and personnel costs, certain royalties, packaging, and fulfillment costs. Hardware is sold primarily as a means to grow our transaction-based revenue and, as a result, generating positive gross margins from hardware sales is not the primary goal of the hardware business.
Amortization
Bitcoin costs. Bitcoin cost of acquired technology. These costs consistrevenue is comprised of amortization relatedthe amounts we pay to technologies acquired through acquisitions that havepurchase bitcoin, which will fluctuate in line with the capabilityprice of producing revenue.bitcoin in the market. We purchase bitcoin to facilitate customers’ access to bitcoin.
Operating Expenses
Operating expenses consist of product development, sales and marketing, general and administrative expenses, transaction loan and advanceloan losses, and amortization of acquired customer assets.bitcoin impairment losses. For product development and general and administrative expenses, the largest single component is personnel-related expenses, including salaries, commissions and bonuses, employee benefit costs, and share-based compensation. In the case of sales and marketing expenses, a significant portion is related to paid advertising expensesthe Cash App peer-to-peer transactions and Cash Card issuance costs, in addition to paid advertising and personnel-related expenses. Operating expenses also include allocated overhead costs for facilities, human resources, and IT.
Product development. Product development expenses currently represent the largest component of our operating expenses and consist primarily of expenses related to our engineering, data science, and design personnel; fees and supply costs related to maintenance and capacity expansion at third-party data center facilities; hardware related development and tooling costs; and fees for software licenses, consulting, legal, and other services that are directly related to growing and maintaining our portfolio of products and services. Additionally, product development expenses include the depreciation of product-related infrastructure and tools, including data center equipment, internally developed software, and computer equipment. We continue to focus our product development efforts on adding new features and apps, and on enhancing the functionality and ease of use of our offerings. Our ability to realize returns on these investments is substantially dependent upon our ability to successfully address current and emerging requirements of sellers, buyers, and buyerscustomers through the development and introduction of these new products and services. While we expect total product development expenses to increase as we invest further in engineering and design personnel, over time we also expect our product development expenses to decline as a percentage of total net revenue.


Sales and marketing. Sales and marketing expenses consist primarily of fourare aggregated into two main components. The first component is comprisedconsists of traditional advertising costs incurred to acquire new sellers through various paid advertising channels, including online search, online display,such as direct mail, direct response television, mobile advertising, affiliates, and referrals, all of which are expensed as incurred.

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The second component includes expenses related to our direct sales expense, account management, local and product marketing, retail and ecommerce,e-commerce, partnerships, and communications personnel. The thirdsecond component includesof sales and marketing expense consists of costs associated with freeincurred for services, incentives and other costs that are not directly related to revenue generating transactions that we consider to be marketing costs to encourage the usage of Cash App. These expenses include, but are not limited to, Cash App peer-to-peer transactions. The fourth component includes theprocessing costs associated with the manufacturing and distribution of our magstripe reader, which is offered for free on our websitetransaction losses, card issuance costs, customer referral bonuses, and provided through various marketing events and distribution channels. New sellers who purchase a magstripe reader from one of our retail distribution partnerspromotional giveaways that are offered a rebate equal to the price paid. The cost to us of manufacturing and distributing magstripe readers are partially offset by amounts received from retail distribution partners. As our sellers transition to using our contactless and chip reader, we expect to distribute relatively fewer magstripe readers, thus reducing that component of our sales and marketing expenses. While we expect sales and marketing expenses to increaseexpensed as the scale of our business grows, over the long term we also expect sales and marketing expenses to decline as a percentage of total net revenue. Over the short term, however, sales and marketing expenses as a percentage of total net revenue may demonstrate variability based on the timing and magnitude of marketing and customer acquisition initiatives.incurred.


General and administrative. General and administrative expenses consist primarily of expenses related to our customer support, finance, legal, customer success, Square Capital operations, Caviar operations, risk operations, human resources, and administrative personnel. General and administrative expenses also include costs related to fees paid for professional services, including legal, tax, and accounting services. While we expect general

Transaction and administrative expenses to increase in dollar amount to support our growth and costs of compliance associated with being a public company, over time we expect general and administrative expenses to decline as a percentage of total net revenue.

Transaction, loan and advance losses. We are exposed to transaction losses due to chargebacks as a result of fraud or uncollectibility. ExamplesWe incur loan losses whenever the amortized cost of transactionloans that have been retained exceeds their fair value.

Transaction losses include chargebacks for unauthorized credit card use and the inability to collect on disputes between buyers and sellers over the delivery of goods or services.services, as well as losses on Cash App activity related to peer-to-peer payments sent from a credit card, Cash for Business, and Cash Card. We base our reserve estimates on prior chargeback history and current period data points indicative of transaction loss. We reflect additions to the reserve in current operating
58

results, while we make charges torealized losses are offset against the reserve when we incur losses.

reserve. The establishment of appropriate reserves for transaction losses is an inherently uncertain process, and ultimate losses may vary from the current estimates. We regularly update our reserve estimates as new facts become known and events occur that may affect the settlement or recovery of losses. For the period from January 1, 2015 through December 31, 2017, our transaction losses accounted for approximately 0.1% of GPV.


Loan losses related to loans that have been retained byare recorded at the lower of amortized cost or fair value determined on an individual loan basis. To determine the fair value the Company are recordedutilizes industry-standard valuation modeling, such as discounted cash flow models, taking into account the estimated timing and amounts of periodic repayments. The Company recognizes a charge whenever the amortized cost of a loan exceeds its fair value, with such charges being reversed for subsequent increases in fair value, but only to the extent that such reversals do not result in the amortized cost of a loan exceeding its fair value. To determine

Bitcoin impairment losses. Bitcoin held as an investment is accounted for as an indefinite lived intangible asset, and thus, is subject to impairment losses if the fair value of loans,bitcoin decreases below the Company utilizes industry standard modeling, such as discounted cash flow models, to arrive at an estimatecarrying value during the assessed period. Impairment losses cannot be recovered for any subsequent increase in fair value until the sale of fair value.the asset.

Amortization of acquired customer assets. Amortization of acquired customer assets includes customer relationships, restaurant relationships, courier relationships, subscriber relationships, and partner relationships.


Interest and Other Income and Expense, net


Interest and other income and expense, net consists primarily of gains or losses arising from marking to market of equity investments, interest expense related to our long-term debt, interest income on our investment in marketable debt securities, and foreign currency-related gains and losses.


Provision (Benefit) for Income Taxes


The provision for income taxes consists primarily of federal, state, local, and foreign tax. Our effective tax rate fluctuates from period to period due to changes in the mix of income and losses in jurisdictions with a wide range of tax rates, the effect of acquisitions, changes resulting from the amount of recorded valuation allowance, permanent differences between U.S. generally accepted accounting principles and local tax laws, certain one-time items, and changes in tax contingencies.
As discussed in further detail in Note 11 to the Consolidated Financial Statements, the 2017 Tax Act contains many significant changes to U.S. Federal tax laws.  The 2017 Tax Act requires complex computations that were not previously provided for under U.S. tax law.  The Company has provided for an estimated effect of the 2017 Tax Act in its financial statements.  The 2017 Tax Act requires significant judgments to be made in interpretation of the law and significant estimates in the calculation of the provision for income taxes.  SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118") was issued in December 2017. The Company will continue to monitor and assess potential impacts of the 2017 Tax Act in accordance with SAB 118.


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59







Deemed Dividend on Series E Preferred Stock

For the year ended December 31, 2015, we issued 10,299,696 shares of our common stock to certain holders of Series E preferred stock in the form of a deemed stock dividend of $32.2 million. There were no similar occurrences in any other period presented.



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Results of Operations



Revenue (in thousands, except for percentages)
Year Ended December 31,
20212020$ Change% Change
Transaction-based revenue$4,793,146 $3,294,978 $1,498,168 45 %
Subscription and services-based revenue2,709,731 1,539,403 1,170,328 76 %
Hardware revenue145,679 91,654 54,025 59 %
Bitcoin revenue10,012,647 4,571,543 5,441,104 119 %
Total net revenue$17,661,203 $9,497,578 $8,163,625 86 %
 Year Ended December 31, 2016 to 2017 2015 to 2016
 2017 2016 2015 % Change % Change
Transaction-based revenue$1,920,174
 $1,456,160
 $1,050,445
 32 % 39 %
Starbucks transaction-based revenue—
 78,903
 142,283
 (100)% (45)%
Subscription and services-based revenue252,664
 129,351
 58,013
 95 % 123 %
Hardware revenue41,415
 44,307
 16,377
 (7)% 171 %
Total net revenue$2,214,253
 $1,708,721
 $1,267,118
 30 % 35 %
Comparison of Years Ended December 31, 2017 and 2016

Total net revenue for the year ended December 31, 2017,2021, increased by $505.5 million,$8.2 billion, or 30%86%, compared to the year ended December 31, 2016.2020. Bitcoin revenue increased by $5.4 billion, and represented 67% of the increase in total net revenue. Excluding bitcoin revenue, total net revenue increased by $2.7 billion, or 55%, in the year ended December 31, 2021, compared to the year ended December 31, 2020.


Transaction-based revenue for the year ended December 31, 2017,2021 increased by $464.0 million,$1.5 billion or 32%45%, compared to the year ended December 31, 2016.2020. This increase in revenue was attributable to growthin line with the increase in GPV processed of $15.7 billion, or 32%, to $65.3 billion from $49.7 billion. We continue to benefit from growth in processed volumes from our existing sellers, in addition to meaningful contributions from new sellers. Additionally, GPV from larger sellers, which we define as all sellers that generate more than $125,000 in annualized GPV, represented 48% of our GPV in the fourth quarter of 2017, an increase from 43% in the fourth quarter of 2016. We continue to see ongoing success with attracting and enabling large seller growth, which will help drive strong GPV growth as we scale.

During the fourth quarter of 2016, Starbucks completed its previously announced transition to another payments solution provider. Accordingly, we did not record any Starbucks transaction-based revenue in49% for the year ended December 31, 2017,2021, compared to the year ended December 31, 2020. The increase was primarily attributable to and we do not expect transaction-based revenueaffected by the following events and factors:

•continued improvements in both card-present volumes as a result of regional re-openings and resumed in-person activity at sellers, as well as growth in card-not-present volume, which are higher-priced transactions;
•increase in consumer spending driven in part by a broader macro economic recovery, regional re-openings and growth in our Square GPV in international markets despite periodic lockdowns in certain markets, as well as U.S. government disbursements related to stimulus programs in place in 2021; and
•growth in Cash App Business GPV which includes Cash for Business and peer-to-peer payments sent from Starbucksa credit card. Cash for Business includes peer-to-peer transactions received by business accounts using Cash App.
These factors had varying impacts on GPV growth and may continue to impact our revenues in the future.


Subscription and services-based revenue for the year ended December 31, 20172021 increased by $123.3 million,$1.2 billion or 95%76%, compared to the year ended December 31, 2016.2020. The increases wereincrease was primarily driven by continued growth ofboth Cash App and Square subscription and services products. The increase in Cash App subscription and services-based revenue is primarily due to increased Cash Card usage and Cash App Instant Deposit Caviar, andvolumes. Square Capital, which in aggregate grew by $103.0 million when comparedsubscription and services-based revenue increased primarily due to the prior year.increased origination volumes of Square Loans, other software subscriptions, and Instant Transfer for sellers. Subscription and services-based revenue grew to 11%also includes revenue generated from music streaming services following the acquisition of total net revenueTIDAL in the year ended December 31, 2017, up from 8% in the year ended December 31, 2016.second quarter of 2021.

Hardware revenue for the year ended December 31, 2017, decreased2021 increased by $2.9$54.0 million or 7%59%, compared to the year ended December 31, 2016. During the year ended December 31, 2016, we had experienced elevated growth2020. The increase was primarily a result of an overall increase in shipmentssales of hardware across many of our contactlessproduct offerings, due in particular to Square Register, Square Terminal, and chip reader driven by the fulfillment of the majority of the backlog of pre-orders received in the first half of 2016, following its launch in the fourth quarter of 2015. There was no similar activity during the year ended December 31, 2017. This was offset in part by growth in our sales of our Square Stand and third-party peripherals driven primarily by new features and product offerings.third party peripherals.


Comparison of Years Ended December 31, 2016 and 2015

Total netBitcoin revenue for the year ended December 31, 2016,2021 increased by $441.6 million,$5.4 billion or 35%,119% compared to the year ended December 31, 2015.

Transaction-based2020. The increase was due to the market price of bitcoin and growth in the number of active bitcoin customers. The amount of bitcoin revenue forrecognized will fluctuate depending on customer demand as well as changes in the market price of bitcoin. During the year ended December 31, 2016, increased by $405.7 million, or 39%,2021, we saw a significant growth in bitcoin revenue as compared to the year ended December 31, 2015. This2020. While bitcoin contributed 57% and 48% of the total revenue in 2021 and 2020, respectively, and 67% and 85% of the increase in revenues in 2021 and 2020, respectively, gross profit generated from bitcoin was attributable to growthonly 4.9% and 3.5% of the total gross profit in GPV processed of $14.0 billion, or 39%, to $49.7 billion from $35.6 billion. We benefited from positive dollar-based retention from our existing sellers, in addition to meaningful contributions from new sellers. Additionally, GPV from larger sellers, represented 43% of our GPV in the fourth quarter of 2016, an increase from 39% in the fourth quarter of 2015.

Starbucks transaction-based revenue for the year ended December 31, 2016, decreased by $63.4 million, or 45%, compared to the year ended December 31, 2015. Starbucks-related payment volume declined throughout 20162021 and during the fourth quarter of 2016, as Starbucks completed its previously announced transition to another payments solution provider.

2020, respectively.
53
60







Subscription and services-based revenue for the year ended December 31, 2016 increased by $71.3 million, or 123%, compared to the year ended December 31, 2015. The increase was primarily driven by continued growth and expansion of Square Capital and Caviar, and to a lesser extent, the launch and expansion of new products and services, including Instant Deposit. During the year ended December 31, 2016 and 2015, Square Capital and Caviar were the largest contributors to subscription and services-based revenue. Subscription and services-based revenue grew to 8% of total net revenue in the year ended December 31, 2016, up from 5% in the year ended December 31, 2015.

Hardware revenue for the year ended December 31, 2016, increased by $27.9 million, or 171%, compared to the year ended December 31, 2015. The increase primarily reflected growth in shipments of our contactless and chip reader following its launch in the fourth quarter of 2015. To a lesser extent, we generated increased sales across all of our other paid hardware products, including Square Stand, our chip card reader, and third-party peripherals.
Total Cost of Revenue (in thousands, except for percentages)
Year Ended December 31,
20212020$ Change% Change
Transaction-based costs$2,729,442 $1,916,644 $812,798 42 %
Subscription and services-based costs495,761 228,649 267,112 117 %
Hardware costs221,185 144,342 76,843 53 %
Bitcoin costs9,794,992 4,474,534 5,320,458 119 %
Total cost of revenue$13,241,380 $6,764,169 $6,477,211 96 %
 Year Ended December 31, 2016 to 2017 2015 to 2016
 2017 2016 2015 % Change % Change
Transaction-based costs$1,230,290
 $943,200
 $672,667
 30 % 40 %
Starbucks transaction-based costs—
 69,761
 165,438
 (100)% (58)%
Subscription and services-based costs75,720
 43,132
 22,470
 76 % 92 %
Hardware costs62,393
 68,562
 30,874
 (9)% 122 %
Amortization of acquired technology6,544
 8,028
 5,639
 (18)% 42 %
Total cost of revenue$1,374,947
 $1,132,683
 $897,088
 21 % 26 %

Comparison of Years Ended December 31, 2017 and 2016


Total cost of revenue for the year ended December 31, 2017,2021, increased by $242.3 million,$6.5 billion, or 21%96%, compared to the year ended December 31, 2016.

Transaction-based2020. Bitcoin costs forof revenue increased by $5.3 billion, and represented 82% of the increase in the total cost of revenue. Excluding bitcoin costs of revenue, total cost of revenue increased by approximately $1.2 billion, or 51%, in the year ended year ended December 31, 2017, increased by $287.1 million, or 30%,2021, compared to the year ended December 31, 2016. This increase was attributable to growth in GPV processed of $15.7 billion, or 32%. 2020.

Transaction-based costs increased to a lessor extent than transaction-based revenue primarily as a result of growth in Invoices, Virtual Terminal, and E-Commerce API payments, which have higher margins than our card-present transactions, as well as improvements in our transaction cost profile, partially offset by the impact of custom pricing for certain larger sellers. Transaction-based margin as a percentage of GPV was 1.06%$812.8 million or 42% for the year ended December 31, 2017, up from 1.03%2021, compared to the year ended December 31, 2020. The increase in transaction-based costs was primarily attributable to an increase in GPV of 49% for the year ended December 31, 2016.

As noted above, Starbucks completed its previously announced transition2021 compared to another payments solution provider. Accordingly, we did not record any Starbucks transaction-based costs in the year ended December 31, 20172020. The increase in GPV was partially offset by growth in card-present volumes, debit card transactions and we do not expect Starbucks transaction-basedan increase in average transaction size, lowering the average cost per transaction. Card-present and debit card transactions are, generally, associated with lower costs in the future.per transaction.


Subscription and services-based costs for the year ended December 31, 2017,2021 increased by $32.6$267.1 million or 117% compared to the year ended December 31, 2016,2020. The increase was driven primarily reflecting increaseby growth in Cash Card, Instant Deposit activity and costs associated withrelated to music streaming services following the growthacquisition of Caviar and, to a lesser extent, an increaseTIDAL in costs associated with the growthsecond quarter of Instant Deposit.2021.

Hardware costs for the year ended December 31, 2017, decreased2021 increased by $6.2$76.8 million or 9%53%, compared to the year ended December 31, 2016. Hardware costs decreased2020. The increase was primarily due to a greater extent thanthe same drivers for the increase in hardware revenue mainlydiscussed above as a resultwell as increased costs in the second half of the growth in sales of third-party peripherals which have relatively better terms than our other hardware products. Additionally, during the year ended December 31, 2017, we recorded $4.9 million in inventory reserves, revaluations,2021 due to global chip shortages and write-offs compared to $4.2 millionincreased shipping costs.

Bitcoin costs for the year ended December 31, 2016. This includes a $2.3 million charge recorded as a result of the bankruptcy of one of our distribution partners during the third quarter of 2017.

Amortization of acquired technology assets for the year ended December 31, 2017, decreased by $1.5 million compared to the year ended December 31, 2016, as a result of certain technology assets reaching end of life.


54





Comparison of Years Ended December 31, 2016 and 2015

Total cost of revenue for the year ended December 31, 2016,2021 increased by $235.6 million,$5.3 billion or 26%119%, compared to the year ended December 31, 2015.2020. Bitcoin costs of revenue comprises of the total amounts we pay to purchase bitcoin, which will fluctuate in line with bitcoin revenue.


Transaction-based costsProduct Development (in thousands, except for percentages)
Year Ended December 31,
20212020$ Change% Change
Product development$1,399,079 $885,681 $513,398 58 %
Percentage of total net revenue8 %9 %

Product development expenses for the year ended December 31, 2016,2021, increased by $270.5 million, or 40%, compared to the year ended December 31, 2015. This increase was attributable to growth in GPV processed of $14.0 billion, or 39%, and is consistent with the growth in transaction-based revenue.

Starbucks transaction-based costs for the year ended December 31, 2016, decreased by $95.7$513.4 million, or 58%, compared to the year ended December 31, 2015. As noted above, Starbucks-related payment volume declined throughout 2016, and during2020, due primarily to the fourth quarterfollowing:

•an increase of 2016, Starbucks completed its previously announced transition to another payments solution provider. Additionally, Starbucks transaction-based costs decreased by a greater percentage than Starbucks transaction-based revenue as a result of Starbucks' agreement to pay us increased processing rates effective October 1, 2015.

Subscription and services-based$376.0 million in personnel costs for the year ended December 31, 2016, increased by $20.7 million compared to the year ended December 31, 2015, primarily reflecting increased costs associated with the growth of Caviar. To a lesser extent, we also incurred increased amortization costs2021, related to the development of certain subscription and services-based products.
Hardware costs for the year ended December 31, 2016, increased by $37.7 million, or 122%, compared to the year ended December 31, 2015. Hardware costs grew more slowly than hardware revenue mainly as a result of the growth in sales of our contactless and chip reader, which have relatively better terms than Square Stand.

Amortization of acquired technology assets for the year ended December 31, 2016, increased by $2.4 million compared to the year ended December 31, 2015. The increase was primarily related to new technology assets obtained through acquisitions that occurred in 2015.

Product Development (in thousands, except for percentages)
 Year Ended December 31, 2016 to 2017 2015 to 2016
 2017 2016 2015 % Change % Change
Product development$321,888
 $268,537
 $199,638
 20% 35%
Percentage of total net revenue15% 16% 16% 
 

Product development expenses for the year ended December 31, 2017, increased by $53.4 million, or 20%, compared to the year ended December 31, 2016, primarily due to an increase of $39.2 million in personnel related costs mainly inheadcount among our engineering, product, data science, and design teams.teams, as we continue to improve and diversify our products. The increase in personnel relatedpersonnel-related costs includes an increase in share-based compensation expense of $6.9 million.

Product development expenses$157.0 million for the year ended December 31, 2016, increased by $68.92021; and

•an increase of $127.5 million or 35%, compared toin software and data center operating costs, consulting, depreciation and operating expense allocations, and certain Cash App crypto networks operating costs for the year ended December 31, 2015, primarily due to an increase2021 as a result of $62.9 million in personnel related costs mainly inincreased capacity needs and expansion of our engineering, product, data science and design teams. The increase in personnel related costs includes an increase in share-based compensation expense of $36.7 million.cloud-based services.


61


Sales and Marketing (in thousands, except for percentages)
Year Ended December 31,
20212020$ Change% Change
Sales and marketing$1,617,189 $1,109,670 $507,519 46 %
Percentage of total net revenue9 %12 %
 Year Ended December 31, 2016 to 2017 2015 to 2016
 2017 2016 2015 % Change % Change
Sales and marketing$253,170
 $173,876
 $145,618
 46% 19%
Percentage of total net revenue11% 10% 11% 
 


Sales and marketing expenses for the year ended December 31, 2017,2021, increased by $79.3$507.5 million, or 46%, compared to the year ended December 31, 2016,2020, primarily due to the following:

•an increase in Cash App marketing costs of $25.2$272.3 million for the year ended December 31, 2021. Cash App customer acquisition costs increased by $167.1 million, in addition to processing costs associatedand related transaction losses increased by $93.7 million as a result of increased volumes of activity with our Cash App peer-to-peer transfer service and increased card issuance costs. Cash App customer acquisition costs include advertising costs and costs associated with various incentives to customers. We consider the free services such as resultstock investing, Cash App Tax, and certain Cash Card and peer-to-peer services offered Cash App customers to be marketing initiatives aimed at attracting new customers and encouraging the usage of continued growth and expansion of this product;Cash App;


55





•an increase of $23.6 million in advertising costs primarily from increased online, direct mail and mobile marketing campaigns during the year; and
an increase of $22.4$81.3 million in sales and marketing personnel costs to enable growth initiatives. The increase in personnel related costs includes an increase in share-based compensation expense of $3.4 million.$20.4 million;


Sales•an increase of $72.5 million in advertising costs for our Square ecosystem services for the year ended December 31, 2021, primarily from increased online and television marketing campaigns; and

•an increase in sales and marketing expenses due to the recent acquisition of TIDAL completed in the second quarter of 2021.

General and Administrative (in thousands, except for percentages)
Year Ended December 31,
20212020$ Change% Change
General and administrative$983,326 $579,203 $404,123 70 %
Percentage of total net revenue6 %6 %

General and administrative expenses for the year ended December 31, 2016,2021, increased by $28.3$404.1 million, or 19%70%, compared to the year ended December 31, 2015,2020, primarily due to the following:


•an increase of $17.8$211.4 million in salesgeneral and marketingadministrative personnel costs for the year ended December 31, 2021, mainly as a result of additions to our customer support, legal, finance and human resource personnel as we continued to add resources and skills to support our long-term growth in the business.as our business continues to scale. The increase in personnel related costs includes an increase in share-based compensation expense of $6.8 million.$33.0 million for the year ended December 31, 2021; and


•the remaining increase was primarily due to an increase of $4.7in third-party legal and other professional fees, including acquisition-related expenses, software and subscription costs, and other administrative expenses.
Transaction and Loan Losses (in thousands, except for percentages)
Year Ended December 31,
20212020$ Change% Change
Transaction and loan losses$187,991 $177,670 $10,321 6 %


Transaction and loan losses for the year ended December 31, 2021, increased by $10.3 million, or 6%, compared to the year ended December 31, 2020, primarily due to the following:

62

•transaction losses increased by $30.2 million for the year ended December 31, 2021 due to growth in costs associated with our Cash App peer-to-peer transfer service;business. The increase in the year ended December 31, 2021 was due to increased transaction volumes associated with Cash Cardin the year ended December 31, 2021. This increase was offset by lower Square risk loss provisions recorded as businesses recovered as a result of regional re-openings and

paid marketing expenditures were stable compared broader macro economic recovery, reducing the risk of chargebacks related to uncollectibility. Overall, we recorded higher risk loss provisions for our Square business in the prior year due to the prior year.expected impact of COVID-19; and


General•a decrease of $19.9 million in loan losses for the year ended December 31, 2021 primarily due to higher incremental provisions for loan losses associated with the COVID-19 pandemic recorded during the year ended December 31, 2020.

Bitcoin Impairment Losses (in thousands, except for percentages)
Year Ended December 31,
20212020$ Change% Change
Bitcoin impairment losses$71,126 $— $71,126 NM

Bitcoin impairment losses of $71.1 million were recorded in the year ended December 31, 2021 due to the market price of bitcoin decreasing below the carrying value of our bitcoin investment during the period. As of December 31, 2021, the fair value of our investment in bitcoin was $371.0 million based on observable market prices, which is $222.1 million in excess of the carrying value of our investment of $149.0 million. Any unrealized gains on our bitcoin investment will only be recognized upon the sale of such bitcoin investment.

Interest Expense, Net, and AdministrativeOther Expense (Income), Net (in thousands, except for percentages)
Year Ended December 31,
20212020$ Change% Change
Interest expense, net$33,124 $56,943 $(23,819)(42)%
Other expense (income), net(29,474)(291,725)262,251 NM
 Year Ended December 31, 2016 to 2017 2015 to 2016
 2017 2016 2015 % Change % Change
General and administrative$250,553
 $251,993
 $143,466
 (1)% 76%
Percentage of total net revenue11% 15% 11% 
 


General and administrative expensesInterest expense, net, for the year ended December 31, 2017,2021 decreased by $1.4$23.8 million compared to the year ended December 31, 2016. Excluding2020. The decrease was primarily due to lower non-cash interest expense related to our convertible notes as a $48.0 million non-recurringresult of the adoption of ASU No. 2020-06 on January 1, 2021. Under ASU No. 2020-06, convertible notes will no longer be separated into a debt and equity component, thereby eliminating the discount associated with the equity component and the interest expense associated with such discount. This was offset in part by increases in cash interest expense related to the settlementissuance of legal proceedings with Robert E. Morley that wasthe 2031 Senior Notes and 2026 Senior Notes issued in May 2021. Refer to Note 13, Indebtedness, of Notes to the Consolidated Financial Statements for further details.

Other expense (income), net is primarily driven by the amounts of gains or losses arising from the revaluation of our equity investments, amortization of investments in marketable debt securities, and foreign exchange losses. In December 2020, upon DoorDash's initial public offering, the preferred shares held by the Company converted into common shares of DoorDash. As of December 31, 2020, the Company revalued this investment and recorded a gain of $276.3 million in the year ended December 31, 2016, general2020. Additionally, in the fourth quarter of 2020, we recorded a gain on investment in a privately held entity of $19.0 million based on observable prices for similar equity instruments issued by the same entity. During the year ended December 31, 2021, we recorded a net gain related to the investment in DoorDash of $44.4 million, partially offset by $14.9 million of investment amortization. In June 2021, we completed the sale of our remaining investment in DoorDash, which will have no further impact on our results in future periods.



63

Segment Results

Square Results

The following tables provide a summary of the revenue and administrative expensesgross profit for our Square segment for the year ended December 31, 2017 increased by $46.6 million, due to2021 and 2020 (in thousands):
Year Ended December 31,
20212020$ Change% Change
Net revenue$5,193,348 $3,529,192 $1,664,156 47 %
Cost of revenue2,876,677 2,021,361 855,316 42 %
Gross profit$2,316,671 $1,507,831 $808,840 54 %

Revenue

Revenue for the following:

an increase of $24.8 million in general and administrative personnel costs, mainly as a result of additions to our finance, legal, compliance, customer success, Square Capital operations, Caviar operations and internal business systems personnel as we continue to add resources and skills as our business scales and drive long-term growth. The increase in personnel related costs includes an increase in share-based compensation expense of $6.6 million; and

the remaining increase is primarily due to increased third-party legal, finance, consulting, and corporate level expenses such as facilities expansion as our business and personnel continue to scale and diversify.

General and administrative expensessegment for the year ended December 31, 2016,2021 increased by $108.5 million, or 76%,$1.7 billion compared to the year ended December 31, 2015,2020.

The increase was primarily due to the following:

growth in GPV attributable to increased consumer spending driven in part by a $48.0 million non-recurring expensebroader macro economic recovery, shelter-in-place orders being lifted, regional re-openings and resumed in-person activity at sellers. Additionally, government disbursements related to the settlement of legal proceedings with Robert E. Morley, with no similar activity in the prior year;

an increase $37.5 million in general and administrative personnel costs, mainly customer success, legal, compliance, risk, finance, Square Capital operations, and Caviar operations personnel that together will drive long-term operating efficiencies as our business scales. The increase in personnel related costs includesstimulus programs enacted through 2021 led to an increase in share-based compensation expenseboth card-present volumes and higher-priced card-not-present transactions.

Cost of $13.1 million; andrevenue


Cost of revenue for the remaining increase primarily due to increased third-party legal, finance, consulting, and certain software license expenses primarily related to our first year of operations as a public company.

Transaction, Loan and Advance Losses (in thousands, except for percentages)
 Year Ended December 31, 2016 to 2017 2015 to 2016
 2017 2016 2015 % Change % Change
Transaction, loan and advance losses$67,018
 $51,235
 $54,009
 31% (5)%


56





Transaction, loan and advance lossesSquare segment for the year ended December 31, 2017,2021 increased by $15.8 million, or 31%, compared to the year ended December 31, 2016, primarily due to growth in GPV. Transaction losses increased to a lesser extent than GPV growth due to ongoing investment in data science and improvements in our risk operations to mitigate exposure to transaction losses, offset by the netting effect of the following:

an $8.0 million charge recorded to loan losses in year ended December 31, 2017, with no similar charges during the prior year, as a result of the growth and increasing maturity of our Square Capital loan portfolio, and continued refinement of inputs to our loan loss estimation methodology. We record loan losses when the amortized cost of a loan exceeds the estimated fair value of the loan, as determined at the individual loan level;

an out of period adjustment of $5.5 million recorded in the year ended December 31, 2016, as a result of a correction to the calculation of our reserve for transaction losses, with no similar charges during the current year.
Transaction, loan and advance losses for the year ended December 31, 2016, decreased by $2.8 million, or 5%, compared to the year ended December 31, 2015, due to better use of data science and improvements in our risk operations to mitigate exposure to transaction losses despite the growth in GPV during 2016, and due to the net effect of the following:

an $8.5 million charge recorded in the year ended December 31, 2015, comprised of a $4.4 million charge related to fraud loss from a single seller and an increase of $4.1 million loss provision made to reflect updates to our risk model; and

an out of period adjustment of $5.5 million recorded in the year ended December 31, 2016, as a result of a correction to the calculation of our reserve for transaction losses.

Amortization of Acquired Customer Assets (in thousands, except for percentages)
 Year Ended December 31, 2016 to 2017 2015 to 2016
 2017 2016 2015 % Change % Change
Amortization of acquired customer assets$883
 $850
 $1,757
 4% (52)%

Amortization of acquired customer assets for the year ended December 31, 2017, remained relatively flat compared to the year ended December 31, 2016, as a result of certain customer assets reaching end of life offset by additional customer assets acquired.

Amortization of acquired customer assets for the year ended December 31, 2016, decreased by $0.9 million, or 52%, compared to the year ended December 31, 2015, as a result of certain customer assets reaching end of life.

Interest and Other Income and Expense, net (in thousands, except for percentages)
 Year Ended December 31, 2016 to 2017 2015 to 2016
 2017 2016 2015 % Change % Change
Interest and other (income) expense, net$8,458
 $(780) $1,613
 NM (148)%

Interest and other (income) expense, net, for the year ended December 31, 2017, changed by $9.2$855.3 million compared to the year ended December 31, 2016,2020. The increase was primarily due to interest expense related togrowth in GPV and an increase in both card-present volumes and higher-priced card-not-present transactions, offset by a higher overall percentage of debit card transactions, which have a lower cost per transaction.

Cash App Results

The following tables provide a summary of the revenue and gross profit for our convertible notes offset in part by income earned on our investment in marketable securities and foreign exchange rate gains.

Interest and other (income) expense, net,Cash App segment for the year ended December 31, 2016, changed2021 and 2020 (in thousands):

Year Ended December 31,
20212020$ Change% Change
Net revenue$12,315,499 $5,968,386 $6,347,113 106 %
Cost of revenue10,244,652 4,742,808 5,501,844 116 %
Gross profit$2,070,847 $1,225,578 $845,269 69 %



64

Revenue

Revenue for the Cash App segment for the year ended December 31, 2021 increased by $2.4 million, or 148%, $6.3 billion compared to the year ended December 31, 2015, primarily driven2020. The primary drivers were growth in bitcoin revenue, and to a lesser extent, Cash App Instant Deposit, Cash Card, and Cash for Business. Bitcoin revenue increased due to the market price of bitcoin and growth in the number of active bitcoin customers. While bitcoin contributed 57% and 48% of the total revenue in 2021 and 2020, respectively, and 67% and 85% of the increase in revenues in 2021 and 2020, respectively, gross profit generated from bitcoin was only 4.9% and 3.5% of the total gross profit in 2021 and 2020, respectively. Excluding bitcoin revenue, Cash App revenue increased $906.0 million or 65% compared to the year ended December 31, 2020 due to the growth in numbers of active Cash App customers, increase in the number of business accounts, broader macroeconomic recovery, and from government stimulus and relief programs in place in 2021. These relief programs provided government aid and unemployment benefits which resulted in an increase in consumer spending and inflows into our Cash App ecosystem. Cash App revenue growth may not be sustained at the same levels in future periods and may be impacted by interest income earned on our investment in marketable securities offsetting interest expensethe enactment of further stimulus relief and driven by fluctuations in foreign exchange rates.benefit programs, as well as the demand and market prices for bitcoin, amongst other factors.


ProvisionCost of revenue

Cost of revenue for Income Taxes (in thousands, except for percentages)
 Year Ended December 31, 2016 to 2017 2015 to 2016
 2017 2016 2015 % Change % Change
Provision for income taxes$149
 $1,917
 $3,746
 (92)% (49)%

57





Provision for income taxesthe Cash App segment for the year ended December 31, 2017, decreased2021 increased by $1.8 million$5.5 billion compared to the year ended December 31, 2016, primarily related to2020. The primary drivers for the federal income tax benefit resulting fromincrease were growth in bitcoin revenue and the releaseassociated costs of the valuation allowance on certain deferred tax assetssuch bitcoin revenue, as discussed above. Excluding bitcoin cost of revenue, Cash App cost of revenue increased $181.4 million or 68% due to the enactmentgrowth in Cash Card, Cash App Instant Deposit, and Cash for Business.

Comparison of Years Ended December 31, 2020 and 2019

For a discussion of the 2017 Tax Act.

Provision2020 Results of Operations, including a discussion of the financial results for income taxes for the fiscal year ended December 31, 2016, decreased by $1.8 million2020 compared to the fiscal year ended December 31, 2015, primarily related2019, refer to the reduction in federal income tax expense.

Deemed Dividend on Series E Preferred Stock (in thousands, except for percentages)
 Year Ended December 31, 2016 to 2017 2015 to 2016
 2017 2016 2015 % Change % Change
Deemed dividend on Series E preferred stock$—
 $—
 $(32,200) NM NM

For the year ended December 31, 2015, we issued 10,299,696 sharesPart I, Item 7 of our common stock to certain holders of Series E preferred stock, in the form of a deemed stock dividend of $32.2 million. There were no similar occurrences in any other period presented.

58





Quarterly Results of Operations
The following tables set forth selected unaudited quarterly statements of operations data for the last eight quarters. The information for each of these quarters has been prepared on the same basis as the audited annual financial statements included elsewhere in this Annual Report on Form 10-K and, infiled with the opinion of management, includes all adjustments, which consist only of normal recurring adjustments, necessary for the fair presentation of the results of operations for these periods. This data should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this Annual ReportSEC on Form 10-K. These quarterly operating results are not necessarily indicative of the results we may achieve in future periods.

February 23, 2021.
65
 Three Months Ended,
 Dec. 31,
2017		 Sep. 30,
2017		 Jun. 30,
2017		 Mar. 31,
2017		 Dec. 31,
2016		 Sep. 30,
2016		 Jun. 30,
2016		 Mar. 31,
2016
 (in thousands, except per share data)
 (unaudited)
Revenue:               
Transaction-based revenue$524,612
 $510,019
 $482,065
 $403,478
 $402,496
 $388,347
 $364,864
 $300,453
Starbucks transaction-based revenue—
 —
 —
 —
 34
 7,164
 32,867
 38,838
Subscription and services-based revenue79,402
 65,051
 59,151
 49,060
 40,518
 35,320
 29,717
 23,796
Hardware revenue12,021
 10,089
 10,289
 9,016
 8,869
 8,171
 11,085
 16,182
Total net revenue616,035
 585,159
 551,505
 461,554
 451,917
 439,002
 438,533
 379,269
Cost of revenue:               
Transaction-based costs333,377
 328,043
 311,092
 257,778
 260,006
 254,061
 234,857
 194,276
Starbucks transaction-based costs—
 —
 —
 —
 (49) 4,528
 28,672
 36,610
Subscription and services-based costs24,559
 18,169
 17,116
 15,876
 11,431
 12,524
 10,144
 9,033
Hardware costs16,783
 18,775
 14,173
 12,662
 12,118
 15,689
 14,015
 26,740
Amortization of acquired technology1,486
 1,556
 1,695
 1,807
 1,886
 1,886
 1,886
 2,370
Total cost of revenue376,205
 366,543
 344,076
 288,123
 285,392
 288,688
 289,574
 269,029
Gross profit239,830
 218,616
 207,429
 173,431
 166,525
 150,314
 148,959
 110,240
Operating expenses:               
Product development92,633
 82,547
 78,126
 68,582
 64,889
 70,418
 68,638
 64,592
Sales and marketing76,821
 66,533
 59,916
 49,900
 49,406
 46,754
 39,220
 38,496
General and administrative66,318
 64,312
 62,988
 56,935
 53,027
 52,075
 50,784
 96,107
Transaction, loan and advance losses16,833
 19,893
 18,401
 11,891
 13,034
 12,885
 17,455
 7,861
Amortization of acquired customer assets234
 222
 222
 205
 147
 164
 222
 317
Total operating expenses252,839
 233,507
 219,653
 187,513
 180,503
 182,296
 176,319
 207,373
Operating loss(13,009) (14,891) (12,224) (14,082) (13,978) (31,982) (27,360) (97,133)
Interest and other (income) expense, net2,839
 1,854
 3,266
 499
 153
 111
 (327) (717)
Loss before income tax(15,848) (16,745) (15,490) (14,581) (14,131) (32,093) (27,033) (96,416)
Provision (benefit) for income taxes(185) (647) 472
 509
 1,036
 230
 312
 339
Net loss(15,663) (16,098) (15,962) (15,090) (15,167) (32,323) (27,345) (96,755)
Deemed dividend on Series E preferred stock—
 —
 —
 —
 —
 —
 —
 —
Net loss attributable to common stockholders$(15,663) $(16,098) $(15,962) $(15,090) $(15,167) $(32,323) $(27,345) $(96,755)
Net loss per share attributable to common stockholders:               
Basic$(0.04) $(0.04) $(0.04) $(0.04) $(0.04) $(0.09) $(0.08) $(0.29)
Diluted$(0.04) $(0.04) $(0.04) $(0.04) $(0.04) $(0.09) $(0.08) $(0.29)
Weighted-average shares used to compute net loss per share attributable to common stockholders:               
Basic390,030
 383,951
 376,357
 366,737
 356,343
 343,893
 334,488
 331,324
Diluted390,030
 383,951
 376,357
 366,737
 356,343
 343,893
 334,488
 331,324


59






Key Operating Metrics and Non-GAAP Financial Measures
CostsWe collect and expenses include share-based compensation expense as follows:
 Three Months Ended,
 Dec. 31,
2017		 Sep. 30,
2017		 Jun. 30,
2017		 Mar. 31,
2017		 Dec. 31,
2016		 Sep. 30,
2016		 Jun. 30,
2016		 Mar. 31,
2016
 (in thousands)
Share-Based Compensation(unaudited)
Cost of revenue$30
 $29
 $18
 $—
 $—
 $—
 $—
 $—
Product development28,564
 25,254
 25,136
 19,356
 21,340
 23,949
 24,168
 21,947
Sales and marketing4,699
 4,579
 4,355
 3,935
 4,159
 3,697
 3,363
 2,903
General and administrative11,232
 10,186
 10,084
 8,379
 8,388
 9,133
 9,391
 6,348
Total share-based compensation$44,525
 $40,048
 $39,593
 $31,670
 $33,887
 $36,779
 $36,922
 $31,198

Theanalyze operating and financial data to evaluate the health of our business, allocate our resources, and assess our performance. In addition to total net revenue, net income (loss), and other results under generally accepted accounting principles (GAAP), the following table sets forth the key operating metrics and non-GAAP financial measures we use to evaluate our business. We believe these metrics and measures are useful to facilitate period-to-period comparisons of our business, and to facilitate comparisons of our performance to that of other payment solution providers.
Year Ended December 31,
20212020201920182017
(in thousands, except for GPV and per share data)
Gross Payment Volume (GPV) (in millions)$167,720 $112,295 $106,239 $84,654 $65,343 
Adjusted EBITDA$1,013,657 $474,071 $416,853 $256,523 $139,009 
Adjusted Net Income Per Share:
Basic$1.94 $0.95 $0.90 $0.55 $0.30 
Diluted$1.71 $0.84 $0.80 $0.47 $0.27 

Gross Payment Volume (GPV)
We define GPV as the total dollar amount of all card payments processed by sellers using Square, net of refunds, and ACH transfers. Additionally, GPV includes Cash App Business GPV, which is comprised of Cash App activity related to peer-to-peer transactions received by business accounts, and peer-to-peer payments sent from a credit card.

Adjusted EBITDA and Adjusted Net Income (Loss) Per Share (Adjusted EPS)
Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures that represent our net income (loss) and net income (loss) per share, adjusted to eliminate the effect of items as described below. We have included these non-GAAP financial measures in this Annual Report on Form 10-K because they are key measures used by our management to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. Accordingly, we believe these measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. In addition, they provide useful measures for eachperiod-to-period comparisons of our business, as they remove the effect of certain non-cash items and certain variable charges.

•We believe it is useful to exclude certain non-cash charges, such as amortization of intangible assets, and share-based compensation expenses, from our non-GAAP financial measures because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations.

•In connection with the issuance of our convertible senior notes (as described in Note 13, Indebtedness, of the periods indicated:
 Three Months Ended,
 Dec. 31,
2017		 Sep. 30,
2017		 Jun. 30,
2017		 Mar. 31,
2017		 Dec. 31,
2016		 Sep. 30,
2016		 Jun. 30,
2016		 Mar. 31,
2016
 (in thousands, except for GPV and per share data)
Key Operating Metrics and non-GAAP Financial Measures(unaudited)
GPV (in millions)$17,888
 $17,386
 $16,421
 $13,647
 $13,694
 $13,248
 $12,451
 $10,290
Adjusted Revenue$282,658
 $257,116
 $240,413
 $203,776
 $191,877
 $177,777
 $170,809
 $146,155
Adjusted EBITDA$41,184
 $34,304
 $36,496
 $27,025
 $29,793
 $11,623
 $12,554
 $(9,083)
Adjusted Net Income (Loss) Per Share:               
Basic$0.09
 $0.08
 $0.08
 $0.05
 $0.06
 $0.01
 $0.02
 $(0.05)
Diluted$0.08
 $0.07
 $0.07
 $0.05
 $0.05
 $0.01
 $0.02
 $(0.05)

The following table presents a reconciliation of total net revenue to Adjusted Revenue for eachnotes of the periods indicated:Consolidated Financial Statements), prior to the adoption of ASU No. 2020-06 on January 1, 2021, we were required to recognize non-cash interest expense related to amortization of debt discount and issuance costs. Subsequent to adoption, we only recognize non-cash interest expense related to amortization of debt issuance costs on convertible notes and unsecured notes. We believe that excluding these expenses from our non-GAAP measures is useful to investors because such incremental non-cash interest expense does not represent a current or future cash outflow for the Company and is therefore not indicative of our continuing operations or meaningful when comparing current results to past results. Additionally, for purposes of calculating diluted Adjusted EPS we add back cash interest expense on convertible senior notes, as if converted at the beginning of the period, if the impact is dilutive.

•We exclude gain or loss on the disposal of property and equipment, gain or loss on revaluation of equity investments, bitcoin impairment losses, and prior to the adoption of ASU No. 2020-06 on January 1, 2021, gain or loss on debt extinguishment related to the conversion of convertible notes, as applicable, from non-GAAP financial measures because we do not believe that these items are reflective of our ongoing business operations.

•We also exclude certain transaction and integration costs associated with business combinations, and various other costs that are not normal operating expenses. Transaction costs include amounts paid to redeem acquirees’ unvested
66
 Three Months Ended,
 Dec. 31,
2017		 Sep. 30,
2017		 Jun. 30,
2017		 Mar. 31,
2017		 Dec. 31,
2016		 Sep. 30,
2016		 Jun. 30,
2016		 Mar. 31,
2016
 (in thousands)
Adjusted Revenue Reconciliation(unaudited)
Total net revenue$616,035
 $585,159
 $551,505
 $461,554
 $451,917
 $439,002
 $438,533
 $379,269
Less: Starbucks transaction-based revenue—
 —
 —
 —
 34
 7,164
 32,867
 38,838
Less: transaction-based costs333,377
 328,043
 311,092
 257,778
 260,006
 254,061
 234,857
 194,276
Adjusted Revenue$282,658
 $257,116
 $240,413
 $203,776
 $191,877
 $177,777
 $170,809
 $146,155


60






share-based compensation awards, and legal, accounting, valuation and due diligence costs. Integration costs include advisory and other professional services or consulting fees necessary to integrate acquired businesses. Other costs that are not reflective of our core business operating expenses may include contingent losses, litigation and regulatory charges. We also add back the impact of the acquired deferred revenue and deferred cost adjustment, which was written down to fair value in purchase accounting.

In addition to the items above, Adjusted EBITDA as a non-GAAP financial measure also excludes depreciation, other cash interest income and expense, other income and expense and provision or benefit from income taxes, as these items are not components of our core business operations.

Non-GAAP financial measures have limitations, should be considered as supplemental in nature and are not meant as a substitute for the related financial information prepared in accordance with GAAP. These limitations include the following:

•share-based compensation expense has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy;

•the intangible assets being amortized may have to be replaced in the future, and the non-GAAP financial measures do not reflect cash capital expenditure requirements for such replacements or for new capital expenditures or other capital commitments; and

•non-GAAP measures do not reflect changes in, or cash requirements for, our working capital needs.

In addition to the limitations above, Adjusted EBITDA as a non-GAAP financial measure does not reflect the effect of depreciation expense and related cash capital requirements, income taxes that may represent a reduction in cash available to us, and the effect of foreign currency exchange gains or losses, which is included in other income and expense.

Other companies, including companies in our industry, may calculate the non-GAAP financial measures differently or not at all, which reduces their usefulness as comparative measures.

Because of these limitations, you should consider the non-GAAP financial measures alongside other financial performance measures, including net income (loss) and our other financial results presented in accordance with GAAP.
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The following table presents a reconciliation of net lossincome (loss) to Adjusted EBITDA for each of the periods indicated:indicated (in thousands):

Year Ended December 31,
20212020201920182017
Net income (loss) attributable to common stockholders$166,284 $213,105 $375,446 $(38,453)$(62,813)
Net loss attributable to noncontrolling interests(7,458)— — — — 
Net income (loss)158,826 213,105 375,446 (38,453)(62,813)
Share-based compensation expense608,042 397,500 297,863 216,881 155,836 
Depreciation and amortization134,756 84,212 75,598 60,961 37,279 
Acquisition related, integration and other costs35,474 7,482 9,739 4,708 — 
Interest expense, net33,124 56,943 21,516 17,982 10,053 
Other expense (income), net(29,474)(291,725)273 (18,469)(1,595)
Bitcoin impairment losses71,126 — — — — 
Provision (benefit) for income taxes(1,364)2,862 2,767 2,326 149 
Loss (gain) on disposal of property and equipment2,633 2,570 1,008 (224)100 
Gain on sale of asset group— — (373,445)— — 
Acquired deferred revenue adjustment744 1,497 7,457 12,853 — 
Acquired deferred costs adjustment(230)(375)(1,369)(2,042)— 
Adjusted EBITDA$1,013,657 $474,071 $416,853 $256,523 $139,009 

68
 Three Months Ended,
 Dec. 31,
2017		 Sep. 30,
2017		 Jun. 30,
2017		 Mar. 31,
2017		 Dec. 31,
2016		 Sep. 30,
2016		 Jun. 30,
2016		 Mar. 31,
2016
 (in thousands)
Adjusted EBITDA Reconciliation(unaudited)
Net loss$(15,663) $(16,098) $(15,962) $(15,090) $(15,167) $(32,323) $(27,345) $(96,755)
Starbucks transaction-based revenue—
 —
 —
 —
 (34) (7,164) (32,867) (38,838)
Starbucks transaction-based costs—
 —
 —
 —
 (49) 4,528
 28,672
 36,610
Share-based compensation expense44,525
 40,048
 39,593
 31,670
 33,887
 36,779
 36,922
 31,198
Depreciation and amortization9,632
 9,085
 9,125
 9,437
 9,928
 9,681
 9,018
 9,118
Litigation settlement (benefit) expense—
 —
 —
 —
 —
 —
 (2,000) 50,000
Interest and other (income) expense, net2,839
 1,854
 3,266
 499
 153
 111
 (327) (717)
Provision (benefit) for income taxes(185) (647) 472
 509
 1,036
 230
 312
 339
Loss (gain) on sale of property and equipment
36
 62
 2
 —
 39
 (219) 169
 (38)
Adjusted EBITDA$41,184
 $34,304
 $36,496
 $27,025
 $29,793
 $11,623
 $12,554
 $(9,083)


The following table presents a reconciliation of net lossincome (loss) to Adjusted Net Income (Loss) Per Share for each of the periods indicated:indicated (in thousands, except per share data):

Year Ended December 31,
20212020201920182017
Net income (loss) attributable to common stockholders$166,284 $213,105 $375,446 $(38,453)$(62,813)
Net loss attributable to noncontrolling interests(7,458)— — — — 
Net income (loss)$158,826 $213,105 $375,446 $(38,453)$(62,813)
Share-based compensation expense608,042 397,500 297,863 216,881 155,836 
Acquisition related, integration and other costs35,474 7,482 9,739 4,708 — 
Amortization of intangible assets40,522 19,239 15,000 13,103 7,615 
Amortization of debt discount and issuance costs9,822 67,979 39,139 32,855 14,223 
Loss (gain) on revaluation of equity investments(35,493)(295,297)12,326 (20,342)— 
Bitcoin impairment losses71,126 — — — — 
Loss on extinguishment of long-term debt— 6,651 — 5,028 — 
Loss (gain) on disposal of property and equipment2,633 2,570 1,008 (224)100 
Gain on sale of asset group— — (373,445)— — 
Acquired deferred revenue adjustment744 1,497 7,457 12,853 — 
Acquired deferred cost adjustment(230)(375)(1,369)(2,042)— 
Adjusted Net Income - basic$891,466 $420,351 $383,164 $224,367 $114,961 
Cash interest expense on convertible senior notes6,099 6,078 5,108 1,292 — 
Adjusted Net Income - diluted$897,565 $426,429 $388,272 $225,659 $114,961 
Adjusted Net Income Per Share:
Basic$1.94 $0.95 $0.90 $0.55 $0.30 
Diluted$1.71 $0.84 $0.80 $0.47 $0.27 
Weighted-average shares used to compute Adjusted Net Income Per Share:
Basic458,432 443,126 424,999 405,731 379,344 
Diluted525,725 507,229 486,381 478,895 426,519 

To calculate the diluted Adjusted EPS we adjust the weighted-average number of shares of common stock outstanding for the dilutive effect of all potential shares of common stock.

In periods when we recorded an Adjusted Net Loss, the diluted Adjusted EPS is the same as basic Adjusted EPS because the effects of potentially dilutive items were anti-dilutive given the Adjusted Net Loss position.


69
 Three Months Ended,
 Dec. 31,
2017		 Sep. 30,
2017		 Jun. 30,
2017		 Mar. 31,
2017		 Dec. 31,
2016		 Sep. 30,
2016		 Jun. 30,
2016		 Mar. 31,
2016
 (in thousands, except per share data)
Adjusted Net Income (Loss) Per Share:(unaudited)
Net loss$(15,663) $(16,098) $(15,962) $(15,090) $(15,167) $(32,323) $(27,345) $(96,755)
Starbucks transaction-based revenue—
 —
 —
 —
 (34) (7,164) (32,867) (38,838)
Starbucks transaction-based costs—
 —
 —
 —
 (49) 4,528
 28,672
 36,610
Share-based compensation expense44,525
 40,048
 39,593
 31,670
 33,887
 36,779
 36,922
 31,198
Amortization of intangible assets1,747
 1,804
 1,943
 2,121
 2,090
 2,076
 2,134
 2,713
Litigation settlement expense—
 —
 —
 —
 —
 —
 (2,000) 50,000
Amortization of debt discount and issuance costs4,335
 4,277
 4,221
 1,390
 —
 —
 —
 —
Loss (gain) on sale of property and equipment$36
 $62
 $2
 $—
 $39
 $(219) $169
 $(38)
Adjusted Net Income (Loss)$34,980
 $30,093
 $29,797
 $20,091
 $20,766
 $3,677
 $5,685
 $(15,110)
Adjusted Net Income (Loss) Per Share:               
Basic$0.09
 $0.08
 $0.08
 $0.05
 $0.06
 $0.01
 $0.02
 $(0.05)
Diluted$0.08
 $0.07
 $0.07
 $0.05
 $0.05
 $0.01
 $0.02
 $(0.05)
Weighted-average shares used to compute Adjusted Net Income (Loss) Per Share:               
Basic390,030
 383,951
 376,357
 366,737
 356,343
 343,893
 334,488
 331,324
Diluted450,703
 432,284
 418,468
 404,319
 382,531
 370,746
 365,731
 331,324

Quarterly Trends

Transaction-based revenue is highly correlated with the level of GPV generated by sellers using our managed payments services. Historically our transaction-based revenue has been strongest in our fourth quarter and weakest in our first quarter, as our sellers typically generate additional GPV during the holiday season. We believe that this seasonality has affected and will continue to affect our quarterly results; however, to date its effect has been masked by our rapid growth. There was no Starbucks transaction-based revenue in 2017, after Starbucks transaction-based revenue declined throughout 2016, leading up to the completion of Starbucks' transition to another payments solution provider during the fourth quarter of 2016. Accordingly, we do not expect revenue from Starbucks to recur in the future.


61






Subscription and services-based revenue generally demonstrates less seasonality than transaction-based revenue. The sequential increase is primarily driven by continued growth of Instant Deposit, Caviar, and Square Capital.
Hardware revenue generally demonstrates less seasonality than transaction-based revenue, with most fluctuations tied to periodic product launches, promotions, or other arrangements with our retail partners.
Changes in product development expenses primarily reflect the timing of additions of engineering, product, and design personnel. To a lesser extent, they also reflect the timing of fees and supply costs related to maintenance and capacity expansion at third-party data center facilities, development and tooling costs related to the design, testing, and shipping of our hardware products, and fees for software licenses, consulting, legal, and other services that are directly related to growing and maintaining our products and services.
Changes in sales and marketing expenses reflect the variable nature of the timing and magnitude of paid marketing and customer acquisition initiatives across our advertising channels. Changes in sales and marketing expenses are also affected by the timing of additions of direct sales, account management, local, product and paid marketing, retail and ecommerce, partnerships, and communications personnel. Additionally, sales and marketing expenses are affected by the timing and magnitude of costs related to our Cash App peer-to-peer service and the total shipments of our magstripe readers in a given period, as they include the cost of manufacturing and distributing those readers.
Changes in general and administrative expenses primarily reflect the timing of additions of finance, legal, risk operations, human resources, and administrative personnel, as well as the timing of non income tax payments and reserves. They also reflect the timing of costs related to customer success personnel and systems, as well as fees paid for professional services, including legal and financial services. During the first quarter of 2016, general and administrative expenses included $50.0 million of non-recurring expense related to legal proceedings with Robert E. Morley, which was settled the following quarter, with no similar activity in the other periods presented.


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Liquidity and Capital Resources


We continued to experience improvements in our business as the majority of U.S. markets transitioned to varying states of economic recovery and reopenings. Although our outlook and business results continue to be positive, the extent to which the COVID-19 pandemic will further impact our results of operations, financial condition and cash flows in the future is unknown. We continue to evaluate our investment plans and discretionary expenditures and will make adjustments accordingly.

As of December 31, 2021, we had approximately $7.4 billion in available funds, including an undrawn amount of $500.0 million available under our revolving credit facility, as described in Note 13, Indebtedness, of Notes to the Consolidated Financial Statements. On February 23, 2022, we entered into an amendment to our revolving credit facility to increase the commitments under the facility to $600 million, as described in Part II, Item 9B, Other Information. We intend to continue focusing on our long-term business initiatives and believe that our available funds are sufficient to meet our liquidity needs for the foreseeable future. We are carefully monitoring and managing our cash position in light of ongoing conditions and levels of operations. As of December 31, 2021, we were in compliance with all financial covenants associated with the 2020 Credit Facility and Senior Notes.

The following table summarizes our cash, cash equivalents, restricted cash, customer funds and investments in marketable debt securities (in thousands):


Liquidity and Capital Sources
Year Ended December 31,
20212020
Cash and cash equivalents$4,443,669 $3,158,058 
Short-term restricted cash18,778 30,279 
Long-term restricted cash71,702 13,526 
Customer funds cash and cash equivalents2,440,941 1,591,308 
Cash, cash equivalents, restricted cash and customer funds6,975,090 4,793,171 
Investments in short-term debt securities869,283 695,112 
Investments in long-term debt securities1,526,430 463,950 
Cash, cash equivalents, restricted cash, customer funds and investments in marketable debt securities$9,370,803 $5,952,233 
 Year Ended December 31,
 2017 2016 2015
Cash and cash equivalents$696,474
 $452,030
 $461,329
Short-term restricted cash28,805
 22,131
 13,537
Long-term restricted cash9,802
 14,584
 14,686
Cash, cash equivalents, and restricted cash735,081
 488,745
 489,552
Short-term investments169,576
 59,901
 —
Long-term investments203,667
 27,366
 —
Cash, cash equivalents, restricted cash and investments in marketable securities1,108,324
 576,012
 489,552

The following table summarizes our cash flow activities (in thousands):
 Year Ended December 31,
 2017 2016 2015
Net cash provided by operating activities$127,711
 $23,131
 $21,123
Net cash used in investing activities:(340,611) (114,241) (43,218)
Net cash provided by financing activities454,933
 90,741
 264,763
Effect of foreign exchange rate on cash and cash equivalents4,303
 (438) (1,775)
Net increase (decrease) in cash, cash equivalents and restricted cash$246,336
 $(807) $240,893


Our principal sources of liquidity are our cash and cash equivalents, and investments in marketable debt securities. As of December 31, 2017,2021, we had $1.1$9.4 billion of cash and cash equivalents, restricted cash, customer funds cash and cash equivalents, and investments in marketable debt securities. Customer funds cash and cash equivalents are separate from the Company's corporate funds and are not used for any corporate purposes. These funds are not used for Company liquidity, but rather to meet the obligations set aside for customers. Investments in marketable debt securities which were held primarily in cash deposits, money market funds, reverse repurchase agreements, U.S. government and agency securities, commercial paper, and corporate bonds. We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Our investments in marketable debt securities are classified as available-for-sale. In November 2015,Excluding customer funds, our total liquidity as of December 31, 2021 was $6.9 billion. From time to time, we completedhave raised capital by issuing equity, equity-linked, or debt securities such as our initial public offering in which we received total net proceeds of $245.7 million after deducting underwriting discountsconvertible notes and commissions of $14.7senior notes.
We purchased $50.0 million and other offering expenses$170.0 million in bitcoin in October 2020 and February 2021, respectively, as we believe cryptocurrency is an instrument of $6.9 million. Prioreconomic empowerment that aligns with our corporate purpose. We expect to hold these investments for the long term but will continue to reassess our investment in bitcoin relative to our initial public offering,balance sheet. As bitcoin is considered an indefinite lived intangible asset, under the accounting policy for such assets we will be required to recognize any decreases in market prices below carrying value as an impairment charge, with any mark up in value prohibited if the market price of bitcoin subsequently increases. We recorded impairment charges of $71.1 million in the year ended December 31, 2021 due to the observed market price of bitcoin decreasing below the carrying value during the period. As of December 31, 2021, the fair value of the investment in bitcoin was $371.0 million based on observable market prices which is $222.1 million in excess of the Company's carrying value of $149.0 million.

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In September 2020, we announced our intent to invest $100 million in supporting underserved communities, particularly, racial and ethnic minority groups who have been disproportionately affected by COVID-19. This initiative further deepens our commitment toward economic empowerment to help broaden such communities' access to financial services. As of December 31, 2021, we have invested $21.9 million in aggregate towards this initiative, of which $21.5 million and $0.4 million were invested in the years ended December 31, 2021 and 2020, respectively.

Our principal source of liquidity was private salescommitments consist of convertible preferred stock with total cash proceeds to ussenior notes, liquidity facility, revolving credit facility, operating leases, capital leases, and purchase commitments.

As of $544.9 million.
OnDecember 31, 2021, we held $2.6 billion in aggregate principal amount of long-term debt, comprised of $0.5 million in aggregate principal amount of outstanding convertible senior notes that mature on March 6, 2017, we issued $440.01, 2022("2022 Convertible Notes"), $460.6 million in aggregate principal amount of convertible senior notes (Notes)that mature on May 15, 2023 ("2023 Convertible Notes"), $1.0 billion in aggregate amount of convertible senior notes that mature on March 1, 2025 ("2025 Convertible Notes"), $575.0 million in aggregate amount of convertible senior notes that mature on May 1, 2026 ("2026 Convertible Notes"), and $575.0 million in aggregate amount of convertible senior notes that mature on November 1, 2027 ("2027 Convertible Notes," and together with the 2022 unless earlier converted or repurchased,Convertible Notes, 2023 Convertible Notes, 2025 Convertible Notes, and 2026 Convertible Notes, the “Convertible Notes”). Additionally, on May 20, 2021, we issued $1.0 billion in aggregate principal amount of outstanding senior unsecured notes that mature on June 1, 2026 ("2026 Senior Notes") and $1.0 billion in aggregate principal amount of outstanding senior unsecured notes that mature on June 1, 2031 ("2031 Senior Notes" and, together with the 2026 Senior Notes, the “Senior Notes” and, together with the Convertible Notes, the “Notes”). The 2022 Convertible Notes bear interest at a rate of 0.375% payable semi-annually on March 1 and September 1 of each year, while the 2023 Convertible Notes bear interest at a rate of 0.50% payable semi-annually on May 15 and November 15 of each year, and the 2025 Convertible Notes bear interest at a rate of 0.125% payable semi-annually on March 1 and September 1 of each year. The 2026 Convertible Notes are convertiblebear no interest, whereas, the 2027 Convertible Notes bear interest at an initial conversiona rate of 43.5749 shares0.25% payable semi-annually on May 1 and November 1 of Class A common stock per $1,000each year. These convertible notes can be converted or repurchased prior to maturity if certain conditions are met. The 2026 Senior Notes bear interest a rate of 2.75% payable semi-annually on June 1 and December 1, while the 2031 Senior Notes bear interest at a rate of 3.50% payable semi-annually on June 1 and December 1 of each year. These Senior Notes can be redeemed or repurchased prior to maturity if certain conditions are met.

In June 2020, we entered into the Paycheck Protection Program Liquidity Facility ("PPPLF") agreement with the Federal Reserve Bank of San Francisco ("First PPPLF Agreement") to secure additional credit collateralized by PPP loans. The advances under this facility are repayable if the associated PPP loans are forgiven, repaid by a customer or settled by the government guarantee. On January 29, 2021, we entered into a second PPPLF agreement with the Federal Reserve Bank of San Francisco ("Second PPPLF Agreement") to secure additional credit, collateralized by loans from the second round of the PPP program, in an aggregate principal amount of Notes, whichup to $1.0 billion under both PPPLF Agreements. The maturity date of any PPPLF advances is equivalent to an initial conversion price of approximately $22.95 per share of Class A common stock. In connection with the offeringmaturity date of the Notes,PPP loan pledged to secure the advance, and will be accelerated upon the occurrence of certain events of default. Although loans originated under the PPP have a stated maturity of between two and five years from origination, some of the loans may be forgiven 24 weeks after disbursement if they meet certain specified criteria. The PPPLF advances are repayable if the associated PPP loan is forgiven, repaid by the customer, or settled by the government guarantee. As of December 31, 2021, $497.5 million of PPPLF advances were outstanding and are, generally, collateralized by the same value of PPP loans. Any differences between the amounts are generally due to the timing of PPP loan repayment or forgiveness, and repayment of PPPLF advances.

In May 2020, we entered into convertible note hedge transactionsa revolving credit agreement with certain financial institutions (Counterparties) whereby we have the option to purchaselenders, as subsequently amended, which provides a total of approximately 19.2$500 million shares of our Class A common stock at a price of approximately $22.95 per share. The total cost of the convertible note hedge transactions was approximately $92.1 million. In addition, we sold warrants to the Counterparties whereby the Counterparties have the option to purchase a total of approximately 19.2 million shares of our Class A common stock at a price of approximately $31.18 per share. We received approximately $57.2 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and sale of the warrants are intended to offset any actual dilution from the conversion of the Notes. The net proceeds from this transaction, after issuance costs was approximately $393.4 million. See Note 9, Indebtedness, of the Notes to the Consolidated Financial Statements for more details on these transactions.


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In addition, we have asenior unsecured revolving secured credit facility that matures(the "2020 Credit Facility") maturing in November 2020. To date, no funds have been drawn under the credit facility, with $375.0 million remaining available.May 2023. Loans under the credit facility2020 Credit Facility bear interest at our option of (i) a base rate based on the highest of the prime rate, the federal funds rate plus 0.50%, and anthe adjusted LIBOR rate for a one-month interest period,plus 1.00%, in each case, plus a margin ranging from 0.00%0.25% to 1.00%,0.75% or (ii) an adjusted LIBOR rate plus a margin ranging from 1.00%1.25% to 2.00%1.75%. ThisThe margin is determined based on our total net leverage ratio, foras defined in the preceding four fiscal quarters.agreement. We are obligated to pay other customary fees for a credit facility of this size and type including an annual administrative agent fee of $0.1 million and an unused commitment fee of 0.15%. To date, no funds have been drawn and no letters of credit have been issued under the 2020 Credit Facility.


See Note 13, Indebtedness, of the Notes to the Consolidated Financial Statements for more details on these transactions.

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We believe that our existing cash and cash equivalents, investment in marketable debt securities, and availability under our line of credit will be sufficient to meet our working capital needs, including any expenditures related to strategic transactions and investment commitments that we may from time to time enter into, and planned capital expenditures for at least the next 12 months. From time to time, we may seek to raise additional capital through equity, equity-linked, and debt financing arrangements. We cannot be assuredprovide assurance that any additional financing will be available to us on acceptable terms or at all.


As of December 31, 2021, we hold a non-investment grade rating by S&P Global Ratings (BB), Fitch Ratings, Inc. (BB) and Moody's Corporation (Ba2). We expect that these credit rating agencies will continue to monitor our performance, including our capital structure and results of operations. Our liquidity, access to capital, and borrowing costs could be adversely impacted by declines in our credit rating.

We have entered into various non-cancelable operating leases for certain offices with contractual lease periods expiring between 2022 and 2034. We recognized total rental expenses under operating leases of $80.3 million, $75.2 million, and $32.5 million during the years ended December 31, 2021, 2020, and 2019, respectively. We had non-cancelable purchase obligations to hardware suppliers for $85.7 million for the year ended December 31, 2021. We do not have any off-balance sheet arrangements during the periods presented.

Short-term restricted cash of $28.8$18.8 million as of December 31, 20172021 reflects pledged cash deposited into savings accounts at the financial institutions that process our sellers' payments transactions and as collateral pursuant to an agreementagreements with thethird party originating bankbanks for the Company'scertain loan product.products. We use the restricted cash to secure letters of credit with these financial institutions to provide collateral for liabilities arising from cash flow timing differences in the processing of these payments. We have recorded this amount as a current asset on our consolidated balance sheets given the short-term nature of these cash flow timing differences and that there is no minimum time frame during which the cash must remain restricted. Additionally, this balance includes certain amounts held as collateral pursuant to multi-year lease agreements, discussed in the paragraph above, which we expect to become unrestricted within the next year.
Long-term restricted cash of $9.8$71.7 million as of December 31, 2017 reflects2021 is primarily related to a reserve deposit to satisfy the capital and liquidity requirements associated with the banking operations of SFS mandated by the FDIC, as well as cash deposited into money market accountsfunds that is used as collateral pursuant to multi-year lease agreements entered into in 2012 and 2014 for our office buildings. The Company hasagreements. We have recorded this amountthese amounts as a non-current assetassets on the consolidated balance sheets as we are required to establish and maintain the reserve deposit at all times to support the ongoing liquidity obligations of SFS, and due to certain lease terms extendextending beyond one year.


We experience significant day-to-day fluctuations in our cash and cash equivalents due to fluctuations in settlements receivable, and customers payable, and hence working capital. These fluctuations are primarily due to:


•Timing of period end. For periods that end on a weekend or a bank holiday, our cash and cash equivalents, settlements receivable, and customers payable amountsbalances typically will be morehigher than for periods ending on a weekday, as we settle to our sellers for payment processing activity on business days; and
•Fluctuations in daily GPV. When daily GPV increases, our cash and cash equivalents, settlements receivable, and customers payable amounts increase. Typically our settlements receivable, and customers payable balances at period end represent one to four days of receivables and disbursements to be made in the subsequent period. Customers payable, excluding amounts attributable to Cash App stored funds, and settlements receivable balances typically move in tandem, as pay-out and pay-in largely occur on the same business day. However, customers payable balances will be greater in amount than settlements receivable balances due to the fact that a subset of funds are held due to unlinked bank accounts, risk holds, and chargebacks. Also, customer funds obligations, which are included in customers payable, may cause customers payable to trend differently than settlements receivable. Holidays and day-of-week may also cause significant volatility in daily GPV amounts.
Cash Flow Activities

In the fourth quarter of 2021, we adjusted our Consolidated Statement of Cash Flows to include changes in customer funds, cash and cash equivalents associated with Customer payable as a financing activity. Previously, the changes in customer funds and customer payable were presented within operating activities our Consolidated Statements of Cash Flows. The adjustment results in the portion of customer funds that is held in cash and cash equivalents, restricted cash and customer
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funds being included in the beginning and ending period totals of cash, cash equivalents, restricted cash and customer funds. Prior period amounts have been adjusted to this presentation. Please see Note 1 of the Notes to our consolidated financial statements for further details.

The following table summarizes our cash flow activities (in thousands):
Year Ended December 31,
20212020
Net cash provided by operating activities$847,830 $173,110 
Net cash used in investing activities(1,310,879)(606,636)
Net cash provided by financing activities2,652,034 3,676,735 
Effect of foreign exchange rate on cash and cash equivalents(7,066)12,995 
Net increase in cash, cash equivalents, restricted cash and customer funds$2,181,919 $3,256,204 

Cash Flows from Operating Activities


Cash provided by (used in) operating activities consisted of our net lossincome adjusted for certain non-cash items, including gain or loss on revaluation of equity investments, depreciation and amortization, non-cash interest and other expense, share-based compensation expense, transaction and loan and advancelosses, bitcoin impairment losses, deferred income taxes, andnon-cash lease expense, gain (loss) on disposalsale of property and equipment,asset group, as well as the effect of changes in operating assets and liabilities, including working capital.


For the year ended December 31, 2021, cash provided by operating activities was $847.8 million, primarily due to net income of $158.8 million, adjusted for the add back of non-cash expenses of $1.1 billion consisting primarily of share-based compensation, transaction and loan losses, depreciation and amortization, non-cash interest, bitcoin impairment losses and other expenses. This was offset by a net outflow from changes in other assets and liabilities of $325.2 million due to timing of period end as well as PPP loans facilitated, less loans sold, of $56.0 million.

For the year ended December 31, 2017,2020, cash provided by operating activities was $127.7$173.1 million, primarily asdue to a result of:

Net lossnet income of $62.8$213.1 million, offset by PPP loans facilitated, less loans sold, of $420.8 million, adjusted for the add back of non-cash itemsexpenses of $509.4 million consisting primarily of share-based compensation, of $155.8 million, transaction and loan and advance losses, of $67.0 million, and depreciation and amortization, of $37.3 million. These items areand non-cash interest and other expenses. Whereas the increase in transaction and loan losses was largely drivencaused by estimated losses attributable to the COVID-19 pandemic, the increase in other non-cash expenses was primarily due to the growth and expansion of our business activities.

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Additional Additionally, the cash providedgenerated from operating activities increased due to a net inflow from changes in operatingother assets and liabilities including increases in customers payable of $301.8$79.9 million and increases in settlements payable of $63.6 million. Customers payable and settlements payable balances increased significantly as the year ended on a Sunday and transactions over a weekend will not settle until the following week. These balances are largely offset by settlements receivable, described below, which moves in tandem.

These were offset in part by cash used from changes in operating assets and liabilities, including increases in settlements receivable of $305.8 million for reasons aforementioned, increases in customer funds of $59.5 million as result of an increasing customer base with stored funds on the Cash App, charge-offs to accrued transaction losses of $46.1 million arising as a result of growth in GPV, and due to the net activity related to loans held for sale of $39.3 million arising from increased loan purchases.timing.
For the year ended December 31, 2016, cash provided by operating activities was $23.1 million, primarily as a result of:
Net loss of $171.6 million, offset by non-cash items consisting primarily of share-based compensation of $138.8 million, transaction, loan and advance losses of $51.2 million, and depreciation and amortization of $37.7 million.
Additional cash provided from changes in operating assets and liabilities, including increases in customers payable of $206.6 million, increases in settlements payable of $38.0 million and decreases in other current assets of $16.1 million.
These were offset in part by cash used from changes in operating assets and liabilities, including increases in settlements receivable of $177.7 million, charge-offs to accrued transaction losses of $47.9 million, the net activity related to loans held for sale of $41.3 million and increases in customer funds of $34.1 million.
For the year ended December 31, 2015, cash provided by operating activities was $21.1 million, primarily as a result of:
Net loss of $179.8 million, offset by non-cash items consisting primarily of share-based compensation of $82.3 million, transaction, loan and advance losses of $54.0 million, and depreciation and amortization of $27.6 million.
Additional cash provided from changes in operating assets and liabilities, including increases in customers payable of $76.0 million, increases in settlements payable of $13.1 million and increases in accrued expenses of $21.5 million.
These were offset in part by cash used from changes in operating assets and liabilities, including increases in settlements receivable of $31.8 million, charge-offs to accrued transaction losses of $34.7 million and increases in other current assets of $25.8 million.


Cash Flows from Investing Activities


Cash flows used in investing activities primarily relate to capital expenditures to support our growth, investments in marketable debt securities, investment in privately held entity, and business acquisitions.


For the year ended December 31, 2017,2021, cash used in investing activities was $340.6 million,$1.3 billion, primarily as a result ofdue to the purchasenet investments of marketable securities including investments from customer funds of $544.9 million, offset in part by proceeds from maturities and sales of marketable securities of $257.3 million. We increased our investment portfolio using proceeds from the financing activities described below. Additional uses of cash were a result of a strategic investment in a privately held entity of $25.0 million and the purchase of property and equipment of $26.1 million to help us scale.

For the year ended December 31, 2016, cash used in investing activities was $114.2 million, primarily as a result of the purchase of marketable securities of $164.8 million, offset in part by proceeds from maturities and sales of marketable securities of $77.4 million.$1.2 billion. Additional uses of cash were as a result of business acquisitions, net of cash acquired of $164.0 million, the purchase of bitcoin investments of $170.0 million, the purchase of property and equipment of $25.4$134.3 million and purchases of other investments of $48.5 million.

These were partially offset by proceeds from sales of equity investments of $420.6 million.
For the year ended December 31, 2015,2020, cash usedprovided by investing activities was $606.6 million, primarily due to the net investments of marketable securities including investments from customer funds of $337.7 million. Additional uses of cash in investing activities was $43.2 million, primarily aswere a result of capital expenditurespurchases of $37.4property and equipment of $138.4 million, business combinations, net of cash acquired of $79.2 million, and business acquisitionsother investments of $4.5$1.3 million.



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Cash Flows from Financing Activities
For the year ended December 31, 2017,2021, cash provided by financing activities was $454.9 million,$2.7 billion, primarily as a result of $393.4$2.0 billion in net proceeds from the 2031 Senior Notes and 2026 Senior Notes offerings, proceeds from issuances of common stock from the exercise of options and purchases under our employee share purchase plan of $126.7 million, offset by payments for employee tax withholding related to vesting of restricted stock units of $323.0 million.
For the year ended December 31, 2020, cash provided by financing activities was $2.3 billion, primarily as a result of $1.1 billion in net proceeds from the 2026 Convertible Notes and 2027 Convertible Notes offering, $936.5 million in net proceeds from the 2025 Convertible Notes offering, and as a resultproceeds from the First PPPLF Agreement advances of $464.1 million, proceeds from issuances of common stock from the exercise of options and purchases under the employee stock purchase plan, net of $162.5$162.0 million, offset in part by the settlement of a warrant with Starbucks of $54.8 million and payments for employee tax withholding related to vesting of restricted stock units of $44.7 million. We intend to use the proceeds from financing activities to support general corporate purposes and help us grow to scale.$314.0 million


For the year ended December 31, 2016 cash provided by financing activities was $90.7 million, primarily as a result of proceeds from issuances of common stock from the exercise of options, warrants, and employee stock purchase plan of $96.4 million, offset in part by payments in offering costs related to our initial public offering of $5.5 million.

For the year ended December 31, 2015, cash provided by financing activities was $264.8 million, as a result of proceeds from our initial public offering of $251.3 million, proceeds from our issuance of convertible preferred stock of $30.0 million, proceeds from the exercise of stock options of $13.8 million, and an excess tax benefit from share-based award activity of $1.1 million, offset in part by principal payments on debt of $30.0 million and payments of debt issuance costs of $1.4 million.

Contractual Obligations and Commitments

Our principal commitments consist of convertible senior notes, operating leases, capital leases, and purchase commitments. The following table summarizes our commitments to settle contractual obligations in cash as of December 31, 2017.
 Payments due by period
 Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years
 (in thousands)
Convertible senior notes, including interest$446,738
 $1,650
 $3,300
 $441,788
 $—
Operating leases106,890
 18,740
 34,812
 33,955
 19,383
Capital leases6,496
 2,656
 3,805
 35
 —
Purchase commitments20,387
 20,387
 —
 —
 —
Total$580,511
 $43,433
 $41,917
 $475,778
 $19,383

Convertible Senior Notes
On March 6, 2017, we issued $440.0 million in aggregate principal amount of Notes that mature on March 1, 2022, unless earlier converted or repurchased, and bear interest at a rate of 0.375% payable semi-annually on March 1 and September 1 of each year. See Note 9, Indebtedness, of the Notes to the Consolidated Financial Statements for more details on this transaction.
Lease Commitments

We have entered into various non-cancelable operating leases for certain offices with contractual lease periods expiring between 2018 and 2025. We recognized total rental expenses under operating leases of $12.9 million, $11.3 million, and $12.8 million during the years ended December 31, 2017, 2016, and 2015, respectively.

Purchase commitments
We had non-cancelable purchase obligations to hardware suppliers for $20.4 million for the year ended December 31, 2017.


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Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements during the periods presented.

Critical Accounting Policies and Estimates


Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. GAAP requires us to make certain estimates and judgments that affect the amounts reported in our financial statements. We base our estimates on historical experience, anticipated future trends, and other assumptions we believe to be reasonable under the circumstances. Because these accounting policies require significant judgment, our actual results may differ materially from our estimates.


We believe accounting policies and the assumptions and estimates associated with accrued transaction and loan losses, especially due to uncertainties associated with the COVID-19 pandemic, and revenue recognitionbusiness combinations have the greatest potential effect on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.


Accrued Transaction Losses


We are exposed to transaction losses due to chargebacks as a result of fraud or uncollectibility of transaction payments. We estimate accrued transaction losses based on available data as of the reporting date, including expectations of future chargebacks, and historical trends related to loss rates. During the year ended December 31, 2017, we recorded transaction losses of $53.0 million, which as a percentage of GPV were less than 0.1%,rates that is continuously adjusted for new information and incorporates, where applicable, reasonable and supportable forecasts about future expectations. The Company continues to show improvement relativerevise its estimates to historical averages. We expect transaction losses to increase to a lesser extent than GPV growthreflect expected chargebacks from non-delivery of goods and services as well as increased failure rates of its sellers due to ongoing investment in data science and improvements in our risk operations to mitigate exposure to transaction losses.the emergence of more transmissible variants of COVID-19.


Revenue RecognitionBusiness Combinations


ApplicationAs a result of the variousacquisitions of TIDAL, completed in the second quarter of 2021, and Afterpay completed on January 31, 2022, we consider accounting principles in U.S. GAAPfor business combinations under ASC 805, Business Combinations, to also be a critical accounting policy and estimate as it requires that wemanagement to make judgmentssignificant estimates and estimates related toassumptions, including the classification, measurement and recognitionvaluation of revenue. Complex arrangements may require significant contract interpretation to determine the appropriate accounting. Specifically, theintangible assets acquired, determination of whetherfair values of liabilities assumed including pre-acquisition contingencies and valuation of contingent consideration, where applicable. Although we are a principal inbelieve that the delivery of managed payments solutions to sellers and therefore recognize the transaction fees we earn as revenue on a gross basis, or we are an agent and hence recognize revenue on a net basis can require considerable judgment. We have concluded that we are the principal in these arrangements because we: (i) are the merchant of record and the primary obligor to the seller, (ii) are responsible for processing the payment, (iii) have latitude in establishing pricing with respect to the sellers and other terms of service, (iv) have sole discretion in selecting the third party to settlement the transaction, and (v) assume the credit risk for the transactions processed. Accordingly, we recognize the transaction fees we earn as revenue on gross basis. Changes in judgments with respect to these assumptions and estimates could impactwe have made have been reasonable and appropriate, they are based in part on historical experience and information obtained from the amountmanagement of revenue recognized.the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.


Recent Accounting Pronouncements


See “Recent Accounting Pronouncements” described in Note 1 of the accompanying notesNotes to our consolidated financial statements.




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We have operations both within the United States and globally, and we are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and foreign currency fluctuations. Information relating to quantitative and qualitative disclosures about these market risks is described below.


Equity Price Risk

Marketable Equity Investments

Our marketable equity investments are investments held in publicly traded companies and are measured using quoted prices in active markets which could result in material volatility in our net income in future periods. As of December 31, 2021, we did not have any marketable equity investments.

Non-marketable Equity Investments

Our non-marketable equity investments are investments in privately-held companies that we hold for purposes other than trading. These investments are inherently risky because there is no established market for these securities and the markets for the technologies or products these companies are developing are typically in the early stages. As such, we could lose our entire investment in these companies. Adjustments are recorded in other expense (income), net on the consolidated statements of operations and establish a new carrying value for the investment. As of December 31, 2021, the aggregate carrying value of our non-marketable equity investments included in other non-current assets was $81.9 million. A hypothetical 10% increase or decrease in the carrying value of our non-marketable equity investments would have resulted in approximately $8.2 million increase or decrease in the value of the investment. Adjustments are recorded in other expense (income), net on the condensed consolidated statements of operations.

Bitcoin Market Price Risk

The Company invested $50.0 million and $170.0 million in bitcoin in the fourth quarter of 2020 and first quarter of 2021, respectively. Bitcoin is accounted for as an indefinite lived intangible asset, and thus, is subject to impairment losses if the fair value of bitcoin decreases below the carrying value during the assessed reporting period. Impairment losses cannot be recovered for any subsequent increase in fair value until the sale of the asset. As of December 31, 2021, the fair value of the investment in bitcoin was $371.0 million based on observable market prices resulting in $222.1 million in unrecognized gains. The Company recorded an impairment charge of $71.1 million in the year ended December 31, 2021 due to fluctuations in the market price of bitcoin observed during the period. A hypothetical 10% increase or decrease in the market price of bitcoin as of December 31, 2021 would have resulted in approximately $37.1 million increase or decrease in the value of the bitcoin investment. Any decreases to the carrying value of bitcoin assets are recorded in operating expenses in the consolidated statements of operations.

Interest Rate Sensitivity


Our cash and cash equivalents, and marketable debt securities as of December 31, 2017,2021, were held primarily in cash deposits, money market funds, U.S. government and agency securities, commercial paper, and corporate bonds. The fair value of our cash, cash equivalents, and marketable debt securities would not be significantly affected by either an increase or decrease in interest rates due mainly to the short-term nature of a majority of these instruments. Additionally, we have the ability to hold these instruments until maturity if necessary to reduce our risk. Any future borrowings incurred under our credit facility would accrue

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interest at a floating rate based on a formula tied to certain market rates at the time of incurrence (as described above). A hypothetical 100 basis point increase or decrease in interest rates would not have a material effect on our financial results.


Foreign Currency Risk


Most of our revenue is earned in U.S. dollars, and therefore our revenue is not currently subject to significant foreign currency risk. Our foreign operations are denominated in the currencies of the countries in which our operations are located, and may be subject to fluctuations due to changes in foreign currency exchange rates particularly changes in the Japanese Yen, Canadian Dollar, Australian Dollar, Euro, British Pound, Chinese Yuan, Swedish Krona, Singapore Dollar, Polish Zloty, and British Pound.Brazilian Real. Fluctuations
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in foreign currency exchange rates may cause us to recognize transaction gains and losses in our statement of operations. A 10% increase or decrease in current exchange rates would not have a material impact on our financial results.





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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


SQUARE,BLOCK, INC.
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page No
7078
Consolidated Balance Sheets
7282
Consolidated Statements of Operations
7383
Consolidated Statements of Comprehensive LossIncome
7484
7585
Consolidated Statements of Cash Flows
7787
7989


The supplementary financial information required by this Item 8 is included in Part II, Item 7 under the caption "Quarterly Results of Operations," which is incorporated herein by reference.




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




TheTo the Stockholders and the Board of Directors and Stockholdersof Block, Inc.
Square, Inc.:

OpinionsOpinion on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Square,Block, Inc. and subsidiaries (the “Company”) as of December 31, 20172021 and 2016,2020, the related consolidated statements of operations, comprehensive loss,income, stockholders’ equity, and cash flows for each of the three years in the three-year period ended December 31, 2017,2021, and the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as ofat December 31, 20172021 and 2016,2020, and the results of its operations and its cash flows for each of the three years in the three-year period ended December 31, 2017,2021, in conformity with U.S. generally accepted accounting principles. Also

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 24, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accrued transaction losses
Description of the MatterAs discussed in Notes 1 and 11 to the consolidated financial statements, the Company is exposed to transaction losses from chargebacks, which represent fraudulent transactions, potential losses due to disputes between a seller and its customer or disputes between peer-to-peer users. The Company established a reserve for these estimated potential losses of $55.2 million at December 31, 2021. The Company’s reserve is estimated based on available data as of the reporting date, including expectations of future chargebacks and historical trends related to loss rates.
Auditing management’s estimate of the reserve for transaction losses was challenging because management’s estimate required a high degree of judgement in evaluating historical trends related to loss rates and expectations of future chargebacks and the need for a qualitative adjustment.
78

How We
Addressed the
Matter in Our
Audit		We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the process for determining the reserve for transaction losses. For example, we tested controls over management’s review of the methodology to determine estimated losses, the completeness and accuracy of underlying loss rate data used in the estimation of potential losses from chargebacks, and the assumptions made about future chargebacks.
To test the Company’s reserve for transaction losses, our audit procedures included, among others, evaluating the Company’s methodology and testing the underlying data and assumptions used by management to estimate potential losses. We compared the Company’s historical estimated potential losses with actual results to assess the Company’s methodology to estimate potential losses. We evaluated the completeness and accuracy of the loss rate data used in the calculation of the Company’s reserve for transaction losses by comparing such data to third-party data. In addition, we evaluated adjustments made by management to the Company’s methodology to estimate potential losses, to reflect expectations of future chargebacks including the basis for concluding whether such adjustments were warranted. We also reviewed subsequent events, which included actual chargebacks, and considered whether they corroborated the Company’s conclusion.
Business combinations
Description of the MatterAs discussed in Note 8 to the consolidated financial statements, the Company completed an acquisition of TIDAL during 2021 for consideration of $233.2 million. The Company accounted for this acquisition as a business combination.
Auditing the Company’s accounting for the acquisition was complex due to the estimation uncertainty in determining the fair value of identifiable intangibles assets, which principally consisted of customer and technology assets and trade name, and liabilities assumed of $141.0 million and $120.5 million, respectively. The estimation uncertainty for intangible assets was primarily due to the underlying assumptions about the future performance of the acquired business which were utilized in determining the fair value of the acquired business. The assumptions used by management included forecasted financial results including revenue base, discount rate and growth rates. These assumptions were forward-looking and could be affected by future economic and market conditions. The estimation uncertainty for assumed liabilities was primarily due to pre-acquisition contingencies and the indemnification obligations for certain tax and contingency exposures.
How We
Addressed the
Matter in Our
Audit		We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over its accounting for the acquisition. This included testing controls over the estimation process supporting the recognition and measurement of the intangible assets and assumed liabilities, and management’s review and evaluation of underlying assumptions and estimates with regards to the fair value of the intangible assets and pre-acquisition contingencies and indemnification obligations.
To test the Company’s estimated fair value of intangible assets, our audit procedures included, among others, reading the underlying agreements, and involving a valuation specialist to assist us in evaluating the Company’s valuation methodology and testing the significant assumptions used in the methodology. We also compared the revenue base assumptions to guideline public companies and growth rates against guideline public companies and other industry participants. We also tested the completeness and accuracy of the underlying data supporting the assumptions and estimates. To test the fair value of pre-acquisition contingencies, our audit procedures included, among others, reading the underlying agreements for indemnifiable obligations and with the support of tax professionals, evaluating the Company’s pre-acquisition contingencies and indemnification obligations for tax exposures and the associated ASC 740 outcomes.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2019.
San Francisco, California
February 24, 2022
79

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Block, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Block, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). In our opinion, Block, Inc. and subsidiaries (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2021, based on criteria establishedthe COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control - Integrated Framework (2013) issued byover Financial Reporting, management’s assessment of and conclusion on the Committeeeffectiveness of Sponsoring Organizationsinternal control over financial reporting did not include the internal controls of TIDAL, which is included in the 2021 consolidated financial statements of the Treadway Commission.Company and constituted less than 2% of total assets as of December 31, 2021 and 1% of total net revenue and 1% of total gross profit for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of TIDAL.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years ended December 31, 2021, and the related notes and our report dated February 24, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Form 10-K. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditsaudit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also includedrisk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provideaudit provides a reasonable basis for our opinions.opinion.

80

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and


expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ KPMGErnst & Young LLP

We have served as the Company’s auditor since 2011.
San Francisco, California
February 27, 201824, 2022

81



SQUARE,BLOCK, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 December 31,
 2017 2016
Assets   
Current assets:   
Cash and cash equivalents$696,474
 $452,030
Short-term investments169,576
 59,901
Restricted cash28,805
 22,131
Settlements receivable620,523
 321,102
Customer funds103,042
 43,574
Loans held for sale73,420
 42,144
Other current assets86,454
 60,543
Total current assets1,778,294
 1,001,425
Property and equipment, net91,496
 88,328
Goodwill58,327
 57,173
Acquired intangible assets, net14,334
 19,292
Long-term investments203,667
 27,366
Restricted cash9,802
 14,584
Other non-current assets31,350
 3,194
Total assets$2,187,270
 $1,211,362
Liabilities and Stockholders’ Equity   
Current liabilities:   
Accounts payable$16,763
 $12,602
Customers payable733,736
 431,632
Settlements payable114,788
 51,151
Accrued transaction losses26,893
 20,064
Accrued expenses52,280
 39,543
Other current liabilities28,367
 22,472
Total current liabilities972,827
 577,464
Long-term debt (Note 9)358,572
 —
Other non-current liabilities69,538
 57,745
Total liabilities1,400,937
 635,209
Commitments and contingencies (Note 14)
 
Stockholders’ equity:
  
Preferred stock, $0.0000001 par value: 100,000,000 shares authorized at December 31, 2017 and December 31, 2016. None issued and outstanding at December 31, 2017 and December 31, 2016.—
 —
Class A common stock, $0.0000001 par value: 1,000,000,000 shares authorized at December 31, 2017 and December 31, 2016; 280,400,813 and 198,746,620 issued and outstanding at December 31, 2017 and December 31, 2016, respectively.—
 —
Class B common stock, $0.0000001 par value: 500,000,000 shares authorized at December 31, 2017 and December 31, 2016; 114,793,262 and 165,800,756 issued and outstanding at December 31, 2017 and December 31, 2016, respectively.—
 —
Additional paid-in capital1,630,386
 1,357,381
Accumulated other comprehensive loss(1,318) (1,989)
Accumulated deficit(842,735) (779,239)
Total stockholders’ equity786,333
 576,153
Total liabilities and stockholders’ equity$2,187,270
 $1,211,362
See accompanying notes to consolidated financial statements.


SQUARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 Year Ended December 31,
 2017 2016 2015
Revenue:     
Transaction-based revenue$1,920,174
 $1,456,160
 $1,050,445
Starbucks transaction-based revenue—
 78,903
 142,283
Subscription and services-based revenue252,664
 129,351
 58,013
Hardware revenue41,415
 44,307
 16,377
Total net revenue2,214,253
 1,708,721
 1,267,118
Cost of revenue:     
Transaction-based costs1,230,290
 943,200
 672,667
Starbucks transaction-based costs—
 69,761
 165,438
Subscription and services-based costs75,720
 43,132
 22,470
Hardware costs62,393
 68,562
 30,874
Amortization of acquired technology6,544
 8,028
 5,639
Total cost of revenue1,374,947
 1,132,683
 897,088
Gross profit839,306
 576,038
 370,030
Operating expenses:     
Product development321,888
 268,537
 199,638
Sales and marketing253,170
 173,876
 145,618
General and administrative250,553
 251,993
 143,466
Transaction, loan and advance losses67,018
 51,235
 54,009
Amortization of acquired customer assets883
 850
 1,757
Total operating expenses893,512
 746,491
 544,488
Operating loss(54,206) (170,453) (174,458)
Interest and other (income) expense, net8,458
 (780) 1,613
Loss before income tax(62,664) (169,673) (176,071)
Provision for income taxes149
 1,917
 3,746
Net loss(62,813) (171,590) (179,817)
Deemed dividend on Series E preferred stock—
 —
 (32,200)
Net loss attributable to common stockholders$(62,813) $(171,590) $(212,017)
Net loss per share attributable to common stockholders:     
Basic$(0.17) $(0.50) $(1.24)
Diluted$(0.17) $(0.50) $(1.24)
Weighted-average shares used to compute net loss per share attributable to common stockholders:     
Basic379,344
 341,555
 170,498
Diluted379,344
 341,555
 170,498
December 31,
20212020
Assets
Current assets:
Cash and cash equivalents$4,443,669 $3,158,058 
Investments in short-term debt securities869,283 695,112 
Settlements receivable1,171,612 1,024,895 
Customer funds2,830,995 2,037,832 
Loans held for sale517,940 462,665 
Other current assets687,429 383,067 
Total current assets10,520,928 7,761,629 
Property and equipment, net282,140 233,520 
Goodwill519,276 316,701 
Acquired intangible assets, net257,049 137,612 
Investments in long-term debt securities1,526,430 463,950 
Operating lease right-of-use assets449,406 456,888 
Other non-current assets370,535 499,250 
Total assets$13,925,764 $9,869,550 
Liabilities and Stockholders’ Equity
Current liabilities:
Customers payable$3,979,624 $3,009,051 
Settlements payable254,611 239,362 
Accrued expenses and other current liabilities639,309 360,850 
Operating lease liabilities, current64,027 52,747 
PPP Liquidity Facility advances497,533 464,094 
Total current liabilities5,435,104 4,126,104 
Long-term debt4,559,208 2,586,924 
Operating lease liabilities, non-current395,017 389,662 
Other non-current liabilities222,846 85,291 
Total liabilities10,612,175 7,187,981 
Commitments and contingencies (Note 18)00
Stockholders’ equity:
Preferred stock, $0.0000001 par value: 100,000,000 shares authorized at December 31, 2021 and December 31, 2020. None issued and outstanding at December 31, 2021 and December 31, 2020.— — 
Class A common stock, $0.0000001 par value: 1,000,000,000 shares authorized at December 31, 2021 and December 31, 2020; 403,237,209 and 390,187,079 issued and outstanding at December 31, 2021 and December 31, 2020, respectively.— — 
Class B common stock, $0.0000001 par value: 500,000,000 shares authorized at December 31, 2021 and December 31, 2020; 61,706,578 and 65,997,697 issued and outstanding at December 31, 2021 and December 31, 2020, respectively.— — 
Additional paid-in capital3,317,255 2,955,464 
Accumulated other comprehensive income(16,435)23,328 
Accumulated deficit(27,965)(297,223)
Total stockholders’ equity attributable to common stockholders3,272,855 2,681,569 
Noncontrolling interests40,734 — 
Total stockholders’ equity3,313,589 2,681,569 
Total liabilities and stockholders’ equity$13,925,764 $9,869,550 
See accompanying notes to consolidated financial statements.

82
73






SQUARE,BLOCK, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSOPERATIONS
(In thousands)

 Year Ended December 31,
 2017 2016 2015
Net loss$(62,813) $(171,590) $(179,817)
Net foreign currency translation adjustments1,900
 (716) (356)
Net unrealized gain (loss) on revaluation of intercompany loans385
 (11) (22)
Net unrealized loss on marketable securities(1,614) (77) —
Total comprehensive loss$(62,142) $(172,394) $(180,195)

thousands, except per share data)
Year Ended December 31,
202120202019
Revenue:
Transaction-based revenue$4,793,146 $3,294,978 $3,081,074 
Subscription and services-based revenue2,709,731 1,539,403 1,031,456 
Hardware revenue145,679 91,654 84,505 
Bitcoin revenue10,012,647 4,571,543 516,465 
Total net revenue17,661,203 9,497,578 4,713,500 
Cost of revenue:
Transaction-based costs2,729,442 1,916,644 1,938,534 
Subscription and services-based costs495,761 228,649 238,320 
Hardware costs221,185 144,342 138,722 
Bitcoin costs9,794,992 4,474,534 508,239 
Total cost of revenue13,241,380 6,764,169 2,823,815 
Gross profit4,419,823 2,733,409 1,889,685 
Operating expenses:
Product development1,399,079 885,681 674,165 
Sales and marketing1,617,189 1,109,670 625,126 
General and administrative983,326 579,203 436,878 
Transaction and loan losses187,991 177,670 126,959 
Bitcoin impairment losses71,126 — — 
Total operating expenses4,258,711 2,752,224 1,863,128 
Operating income (loss)161,112 (18,815)26,557 
Gain on sale of asset group— — (373,445)
Interest expense, net33,124 56,943 21,516 
Other expense (income), net(29,474)(291,725)273 
Income before income tax157,462 215,967 378,213 
Provision (benefit) for income taxes(1,364)2,862 2,767 
Net income158,826 213,105 375,446 
Less: Net loss attributable to noncontrolling interests(7,458)— — 
Net income attributable to common stockholders$166,284 $213,105 $375,446 
Net income per share attributable to common stockholders:
Basic$0.36 $0.48 $0.88 
Diluted$0.33 $0.44 $0.81 
Weighted-average shares used to compute net income per share attributable to common stockholders:
Basic458,432 443,126 424,999 
Diluted501,779 482,167 466,076 
See accompanying notes to consolidated financial statements.

83
74






SQUARE,BLOCK, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITYCOMPREHENSIVE INCOME
(In thousands, except for number of shares)thousands)
Year Ended December 31,
202120202019
Net income$158,826 $213,105 $375,446 
Net foreign currency translation adjustments(24,667)20,439 1,879 
Net unrealized gain on revaluation of intercompany loans— — 75 
Net unrealized gain (loss) on marketable debt securities(15,096)1,260 5,728 
Total comprehensive income$119,063 $234,804 $383,128 
  Convertible preferred stock Class A and B common stock Additional paid-in Accumulated other comprehensive Accumulated Total stockholders’
  Shares Amount Shares Amount capital loss deficit equity
Balance at December 31, 2014135,252,809
 $514,945
 154,603,683
 $—
 $155,166
 $(807) $(395,632) $273,672
 Net loss—
 —
 —
 —
 —
 —
 (179,817) (179,817)
Shares issued in connection with:               
 Issuance of common stock upon initial public offering, net of issuance costs—
 —
 29,700,000
 

 245,726
 —
 —
 245,726
 Series E preferred stock financing1,940,058
 29,952
 —
 —
 —
 —
 —
 29,952
 Conversion of Series A, B, C, D & E preferred stock upon initial public offering to common stock(137,192,867) (544,897) 137,192,867
   544,897
 —
 —
 —
 Deemed dividend on Series E preferred stock—
 —
 10,299,696
 —
 32,200
 —
 (32,200) —
 Exercise of stock options—
 —
 5,544,785
 —
 14,766
 —
 —
 14,766
 Issuance of common stock related to acquisitions—
 —
 3,591,014
 —
 35,776
 —
 —
 35,776
 Issuance of common stock—
 —
 3,777
 —
 —
 —
 —
 —
Vesting of early exercised stock options—
 —
 —
 —
 4,958
 —
 —
 4,958
Contribution of common stock—
 —
 (5,068,238) —
 —
 —
 —
 —
Repurchase of common stock—
 —
 (918,139) —
 —
 —
 —
 —
Change in other comprehensive loss—
 —
 —
 —
 —
 (378) —
 (378)
Share-based compensation—
 —
 —
 —
 82,292
 —
 —
 82,292
Tax benefit from share-based award activity—
 —
 —
 —
 1,101
 —
 —
 1,101
Balance at December 31, 2015—
 $—
 334,949,445
 $—
 $1,116,882
 $(1,185) $(607,649) $508,048
 Net loss—
 —
 —
 —
 —
 —
 (171,590) (171,590)
Shares issued in connection with:               
 Exercise of stock options and warrants—
 —
 24,413,821
 —
 82,438
 —
 —
 82,438
 Purchases under employee stock purchase plan—
 —
 1,852,900
 —
 14,201
 —
 —
 14,201
 Vesting of restricted stock units—
 —
 3,392,726
 —
 —
 —
 —
 —
Vesting of early exercised stock options—
 —
 —
 —
 2,313
 —
 —
 2,313
Cancellation of shares related to business combinations—
 —
 (228) —
 —
 —
 —
 —
Repurchase of common stock—
 —
 (61,288) —
 —
 —
 —
 —
Change in other comprehensive loss—
 —
 —
 —
 —
 (804) —
 (804)
Share-based compensation—
 —
 —
 —
 141,547
 —
 —
 141,547
Balance at December 31, 2016—
 $—
 364,547,376
 $—
 $1,357,381
 $(1,989) $(779,239) $576,153
 Net loss—
 —
 —
 —
 —
 —
 (62,813) (62,813)
Shares issued in connection with:              
 Exercise of stock options—
 —
 24,510,745
 —
 144,774
 —
 —
 144,774
 Purchases under employee stock purchase plan—
 —
 1,670,045
 —
 17,859
 —
 —
 17,859
 Vesting of restricted stock units—
 —
 5,964,153
 —
 —
 —
 —
 —

75





  Convertible preferred stock Class A and B common stock Additional paid-in Accumulated other comprehensive Accumulated Total stockholders’
  Shares Amount Shares Amount capital loss deficit equity
Vesting of early exercised stock options and other—
 —
   —
 661
 —
 —
 661
Repurchase of common stock—
 —
 (24,209) —
 —
 —
 —
 —
Change in other comprehensive loss—
 —
 —
 —
 —
 671
 —
 671
Share-based compensation—
 —
 —
 —
 159,509
 —
 —
 159,509
Tax withholding related to vesting of restricted stock units—
 —
 (1,474,035) —
 (44,682) —
 —
 (44,682)
Conversion feature of convertible senior notes, due 2022, net of allocated debt issuance costs—
 —
 —
 —
 83,901
 —
 —
 83,901
Purchase of bond hedges in conjunction with issuance of convertible senior notes, due 2022—
 —
 —
 —
 (92,136) —
 —
 (92,136)
Sale of warrants in conjunction with issuance of convertible senior notes, due 2022—
 —
 —
 —
 57,244
 —
 —
 57,244
Payment for termination of Starbucks warrant—
 —
 —
 —
 (54,808) —
 —
 (54,808)
Cumulative adjustment due to adoption of new standard (Note 12)—
 —
 —
 —
 683
 —
 (683) —
Balance at December 31, 2017—
 —
 395,194,075
 —
 1,630,386
 (1,318) (842,735) 786,333


See accompanying notes to consolidated financial statements.

84

BLOCK, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except for number of shares)
Class A and B common stockAdditional paid-inAccumulated other comprehensiveAccumulatedNoncontrollingTotal stockholders’
SharesAmountcapitalincome (loss)deficitinterestsequity
Balance at December 31, 2018417,048,006 $— $2,012,328 $(6,053)$(885,774)$— $1,120,501 
Net income— — — — 375,446 — 375,446 
Shares issued in connection with employee stock plans19,097,950 — 118,550 — — — 118,550 
Change in other comprehensive loss— — — 7,682 — — 7,682 
Share-based compensation— — 306,201 — — — 306,201 
Tax withholding related to vesting of restricted stock units(3,077,807)— (212,264)— — — (212,264)
Issuance of common stock in conjunction with the conversion of convertible notes127 — 3 — — — 3 
Exercise of bond hedges in conjunction with the conversion of convertible notes(250,763)— — — — — — 
Recovery of common stock in
connection with indemnification settlement agreement		(20,793)— (1,069)— — — (1,069)
Balance at December 31, 2019432,796,720 $— $2,223,749 $1,629 $(510,328)$— $1,715,050 
Net income— — — — 213,105 — 213,105 
Shares issued in connection with employee stock plans19,013,638 — 161,984 — — — 161,984 
Issuance of common stock in connection with business combination607,974 — 35,319 — — — 35,319 
Change in other comprehensive loss— — — 21,699 — — 21,699 
Share-based compensation— — 411,673 — — — 411,673 
Tax withholding related to vesting of restricted stock units(2,852,127)— (314,019)— — — (314,019)
Conversion feature of convertible senior notes, due 2027, net of allocated costs— — 109,207 — — — 109,207 
Purchase of bond hedges in conjunction with issuance of convertible senior notes, due 2027— — (104,305)— — — (104,305)
Sale of warrants in conjunction with issuance of convertible senior notes, due 2027— — 68,022 — — — 68,022 
Conversion feature of convertible senior notes, due 2026, net of allocated costs— — 85,594 — — — 85,594 
Purchase of bond hedges in conjunction with issuance of convertible senior notes, due 2026— — (84,640)— — — (84,640)
Sale of warrants in conjunction with issuance of convertible senior notes, due 2026— — 64,573 — — — 64,573 
Conversion feature of convertible senior notes, due 2025, net of allocated costs— — 152,258 — — — 152,258 
Purchase of bond hedges in conjunction with issuance of convertible senior notes, due 2025— — (149,200)— — — (149,200)
Sale of warrants in conjunction with issuance of convertible senior notes, due 2025— — 99,500 — — — 99,500 
76
85




Class A and B common stockAdditional paid-inAccumulated other comprehensiveAccumulatedNoncontrollingTotal stockholders’
SharesAmountcapitalincome (loss)deficitinterestsequity
Issuance of common stock in conjunction with the conversion of convertible notes8,853,484 — 195,749 — — — 195,749 
Exercise of bond hedges in conjunction with the conversion of convertible notes(2,234,913)— — — — — — 
Balance at December 31, 2020456,184,776 $— $2,955,464 $23,328 $(297,223)$— $2,681,569 
Cumulative adjustment due to adoption of ASU No. 2020-06— — (502,707)— 102,974 — (399,733)
Net income (loss)— — — — 166,284 (7,458)158,826 
Shares issued in connection with employee stock plans11,975,907 — 126,829 — — — 126,829 
Issuance of common stock in connection with business combination118,443 — 28,735 — — — 28,735 
Change in other comprehensive loss— — — (39,763)— — (39,763)
Share-based compensation— — 623,067 — — — 623,067 
Tax withholding related to vesting of restricted stock units(1,403,146)— (323,012)— — — (323,012)
Issuance of common stock in conjunction with the conversion of convertible notes5,514,727 — 408,879 — — — 408,879 
Exercise of bond hedges in conjunction with the conversion of convertible notes(7,446,920)— — — — — — 
Noncontrolling interests in connection with business combination— — — — — 48,192 48,192 
Balance at December 31, 2021464,943,787 $— $3,317,255 $(16,435)$(27,965)$40,734 $3,313,589 

See accompanying notes to consolidated financial statements.

86


SQUARE,BLOCK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 Year Ended December 31,
 2017 2016 2015
Cash flows from operating activities:     
Net loss$(62,813) $(171,590) $(179,817)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:     
Depreciation and amortization37,279
 37,745
 27,626
Non-cash interest and other expense14,421
 (49) 270
Share-based compensation155,836
 138,786
 82,292
Excess tax benefit from share-based payment activity—
 —
 (1,101)
Transaction, loan and advance losses67,018
 51,235
 54,009
Deferred provision (benefit) for income taxes(1,385) 58
 26
Changes in operating assets and liabilities:     
Settlements receivable(305,831) (177,662) (31,810)
Customer funds(59,468) (34,128) (6,462)
Purchase of loans held for sale(1,184,630) (668,976) (816)
Sales and principal payments of loans held for sale1,145,314
 627,627
 21
Other current assets(26,119) 16,116
 (25,841)
Other non-current assets(3,274) 631
 1,220
Accounts payable4,515
 (2,147) 7,831
Customers payable301,778
 206,574
 76,009
Settlements payable63,637
 38,046
 13,105
Charge-offs to accrued transaction losses(46,148) (47,931) (34,655)
Accrued expenses12,207
 (409) 21,450
Other current liabilities3,683
 6,056
 6,655
Other non-current liabilities11,691
 3,149
 11,111
Net cash provided by operating activities127,711
 23,131
 21,123
Cash flows from investing activities:     
Purchase of marketable securities(544,910) (164,766) —
Proceeds from maturities of marketable securities168,224
 43,200
 —
Proceeds from sale of marketable securities89,087
 34,222
 —
Purchase of property and equipment(26,097) (25,433) (37,432)
Proceeds from sale of property and equipment—
 296
 —
Payments for investment in privately held entity(25,000) —
 —
Payment for acquisition of intangible assets—
 (400) (1,286)
Business acquisitions, net of cash acquired(1,915) (1,360) (4,500)
Net cash used in investing activities:(340,611) (114,241) (43,218)
Cash flows from financing activities:     
Proceeds from issuance of convertible senior notes, net428,250
 —
 —
Purchase of convertible senior note hedges(92,136) —
 —
Proceeds from issuance of warrants57,244
 —
 —
Payment for termination of Starbucks warrant(54,808) —
 —
Proceeds from issuance of preferred stock, net—
 —
 29,952
Proceeds from issuance of common stock upon initial public offering, net of offering costs
 —
 251,257
Payments of offering costs related to initial public offering—
 (5,530) —
Principal payments on debt—
 —
 (30,000)
Payments of debt issuance costs—
 —
 (1,387)
Principal payments on capital lease obligation(1,439) (168) —
Proceeds from the exercise of stock options and purchases under the employee stock purchase plan, net162,504
 96,439
 13,840
Payments for tax withholding related to vesting of restricted stock units(44,682) —
 —
Excess tax benefit from share-based payment award—
 —
 1,101


Year Ended December 31,
202120202019
Cash flows from operating activities:
Net income$158,826 $213,105 $375,446 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization134,757 84,212 75,598 
Non-cash interest and other31,104 76,129 33,478 
Loss on extinguishment of long-term debt— 6,651 — 
Non-cash lease expense83,137 70,253 29,696 
Share-based compensation608,040 397,800 297,863 
Gain on sale of asset group— — (373,445)
Loss (gain) on revaluation of equity investments(35,492)(295,297)12,326 
Transaction and loan losses187,991 177,670 126,959 
Bitcoin impairment losses71,126 — — 
Change in deferred income taxes(10,435)(8,016)(1,376)
Changes in operating assets and liabilities:
Settlements receivable(346,217)(547,484)(326,596)
Purchases and originations of loans(3,227,172)(1,837,137)(2,266,738)
Sales, principal payments, and forgiveness of loans3,067,344 1,505,406 2,168,682 
Customers payable171,555 371,598 181,520 
Settlements payable15,249 143,528 41,697 
Other assets and liabilities(61,983)(185,308)(47,480)
Net cash provided by operating activities847,830 173,110 327,630 
Cash flows from investing activities:
Purchase of marketable debt securities(2,714,560)(1,322,362)(992,583)
Proceeds from maturities of marketable debt securities831,019 607,134 430,888 
Proceeds from sale of marketable debt securities617,097 585,427 548,619 
Purchase of marketable debt securities from customer funds(488,851)(642,252)(311,499)
Proceeds from maturities of marketable debt securities from customer funds505,501 382,887 158,055 
Proceeds from sale of marketable debt securities from customer funds35,071 51,430 17,493 
Purchase of property and equipment(134,320)(138,402)(62,498)
Purchase of bitcoin investments(170,000)(50,000)— 
Purchase of other investments(48,510)(1,277)(15,250)
Proceeds from sale of equity investments420,644 — 33,016 
Proceeds from sale of asset group— — 309,324 
Business combinations, net of cash acquired(163,970)(79,221)(20,372)
Net cash provided by (used in) investing activities(1,310,879)(606,636)95,193 
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Net cash provided by financing activities454,933
 90,741
 264,763
Effect of foreign exchange rate on cash and cash equivalents4,303
 (438) (1,775)
Net increase (decrease) in cash, cash equivalents and restricted cash246,336
 (807) 240,893
Cash, cash equivalents and restricted cash, beginning of the year488,745
 489,552
 248,659
Cash, cash equivalents and restricted cash, end of the year$735,081
 $488,745
 $489,552
See accompanying notes to consolidated financial statements.


78
87




BLOCK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
(In thousands)

Year Ended December 31,
202120202019
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes, net— 2,116,544 — 
Purchase of convertible senior note hedges— (338,145)— 
Proceeds from issuance of warrants— 232,095 — 
Proceeds from issuance of senior unsecured notes, net1,971,828 — — 
Proceeds from PPP Liquidity Facility advances681,539 464,094 — 
Repayments of PPP Liquidity Facility advances(648,100)— — 
Proceeds from the exercise of stock options and purchases under the employee stock purchase plan126,719 161,985 118,514 
Payments for tax withholding related to vesting of restricted stock units(323,011)(314,019)(212,264)
Net increase in interest-bearing deposits59,844 — — 
Other financing activities(9,948)(7,359)(5,124)
Change in customer funds, restricted from use in the Company's operations793,163 1,361,540 342,275 
Net cash provided by financing activities2,652,034 3,676,735 243,401 
Effect of foreign exchange rate on cash and cash equivalents(7,066)12,995 3,841 
Net increase in cash, cash equivalents, restricted cash and customer funds2,181,919 3,256,204 670,065 
Cash, cash equivalents, restricted cash and customer funds, beginning of the year4,793,171 1,536,967 866,902 
Cash, cash equivalents, restricted cash and customer funds, end of the year$6,975,090 $4,793,171 $1,536,967 
Reconciliation of cash, cash equivalents, restricted cash and customer funds:
Cash and cash equivalents$4,443,669 $3,158,058 $1,047,118 
Short-term restricted cash18,778 30,279 38,873 
Long-term restricted cash71,702 13,526 12,715 
Customer funds cash and cash equivalents2,440,941 1,591,308 438,261 
Total6,975,090 4,793,171 1,536,967 
See accompanying notes to consolidated financial statements.

88


SQUARE,BLOCK, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Business


On December 10, 2021, Square, Inc. changed its name to Block, Inc. In conjunction with this name change, the Seller business and reportable segment was renamed “Square”. Block, Inc. (together with its subsidiaries, Square"Block" or the Company)"Company") creates tools that helpempower businesses, sellers start, run, and grow their businesses.individuals to participate in the economy. Square enables sellers to accept card payments and also provides reporting and analytics, and next-day settlement, and chargeback protection.settlement. Square’s point-of-sale software and other business services help sellers manage inventory, locations, and employees; access financing; engage customers;buyers; build a website or online store; and grow sales. Cash App is an easy way for businessespeople to store, send, receive, spend, and individualsinvest money.

On March 1, 2021, Square Financial Services, Inc. ("Square Financial Services"), a wholly-owned subsidiary of the Company, began its banking operations after its industrial loan company charter was approved by the Federal Deposit Insurance Corporation ("FDIC") and the State of Utah. On April 30, 2021, the Company completed the acquisition of a majority ownership interest in TIDAL, a global music and entertainment platform that brings fans and artists together through unique music, content, and experiences. In the third quarter of 2021, the Company launched TBD, a bitcoin-focused business established to sendbuild an open developer platform with the goal of making it easy to create non-custodial, permissionless, and receive moneydecentralized financial services. In 2019, the Company launched Spiral, a team solely focused on contributing to bitcoin open source work. The results of operations of TBD and Caviar is a food ordering serviceSpiral are immaterial.

On January 31, 2022 (February 1, 2022 Australian Eastern Daylight Time), the Company completed the acquisition of Afterpay LTD (“Afterpay”), to strengthen its position to better deliver compelling financial products and services that expand access to more consumers and drive incremental revenue for pickup and delivery that helps restaurants reach new customers. Squaremerchants of all sizes. See Note 8, Acquisitions for further details.

Block was founded in 2009 and is headquartered in San Francisco, withhas offices in the United States, Canada, Japan, Australia, Ireland, and the United Kingdom.Kingdom, Spain, Lithuania, and Norway. As of 2021, we do not designate a headquarters location as we have adopted a distributed work model.

Reclassifications and Other Adjustments

As a result of the Company’s adoption of Accounting Standards Update (ASU) No. 2016-18, Restricted Cash, on January 1, 2017, the Company reclassified changes in restricted cash balances from investing activities in the statement of cash flows to changes in cash, cash equivalents and restricted cash. For the years ended December 31, 2016 and 2015, $8.5 million and $1.9 million, respectively, was reclassified from cash outflows from investing activities to changes in cash, cash equivalents and restricted cash.

During the year ended December 31, 2017, the Company has reclassified certain prior period balances to conform to the current period presentation. In particular the Company has combined the Customer funds obligation and Customers payable into a single caption called Customers payable on the consolidated balance sheet. This classification change was made because both accounts reflect customer amounts that are held by Square that are obligations to the customer.

Litigation Settlement

On June 8, 2016, a final, definitive settlement agreement (Settlement Agreement) was entered into by Robert E. Morley, REM Holdings 3, LLC, Jack Dorsey, Jim McKelvey, and the Company. The Settlement Agreement required an aggregate total payment of $50.0 million to plaintiffs, including meaningful contributions by Mr. Dorsey and Mr. McKelvey. The Company made a payment of $48.0 million to plaintiffs and met its obligations under the Settlement Agreement. This amount was classified within general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2016. On June 17, 2016, the Court entered an Order dismissing the complaints in their entirety, with prejudice.


Basis of Presentation


The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (U.S. GAAP) and. Our consolidated financial statements include the accounts of Block, Inc. our wholly-owned subsidiaries, and entities for which we control a majority of the Companyentity’s outstanding common stock. We record non-controlling interest in our consolidated financial statements to recognize the minority ownership interest in our consolidated subsidiaries. Non-controlling interest in the earnings and its subsidiaries. Alllosses of consolidated subsidiaries represent the share of net income or loss allocated to the minority interest holders of our consolidated entities, which includes the non-controlling interest share of net income or loss. We have eliminated significant intercompany transactions and balances have been eliminatedaccounts in consolidation.our consolidated financial statements.


Use of Estimates


The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be materially affected. The Company bases its estimates on current and past experience, to the extent that historical experience is predictive of future performance and other assumptions that the Company believes are reasonable under the circumstances, and thecircumstances. The Company evaluates these estimates on an ongoing basis.


Estimates, judgments, and assumptions in these consolidated financial statements include, but are not limited to, those related to revenue recognition, accrued transaction losses, valuation of the debt component of convertible senior notes,contingencies, valuation of loans held for sale, valuation of goodwill and acquired intangible assets, the determination of allowance for loan loss reserves for loans held for investment, pre-acquisition contingencies associated with business combinations, assessing the likelihood of adverse outcomes from claims and disputes,
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accrued royalties, income and other taxes, operating and financing lease right-of-use assets and related liabilities, and share-based compensation.



While the Company's business continues to be impacted by the COVID-19 pandemic, it experienced improvements in 2021 as compared to 2020, as the majority of U.S. markets transitioned to varying states of economic recovery and reopenings. However, the emergence of new and more transmissible variants of COVID-19 such as Delta and Omicron has led to a possible resurgence of the virus, particularly in populations with low vaccination rates, and has resulted in new restrictions in certain geographies and among certain businesses. The Company continues to monitor the carrying values of its assets and liabilities based on estimates, judgments and circumstances it is aware of and consider the effects and trends of COVID-19.

The Company's estimates of accrued transaction losses and valuation of loans held for sale are based on historical experience, adjusted for market data relevant to the current economic environment including COVID-19 trends. The Company will continue to update its estimates as developments occur and additional information is obtained. See Note 5, Fair Value of Financial Instruments, for further details on amortized cost over fair value of the loans, and Note 11 Other Consolidated Balance Sheet Components (Current), for further details on transaction losses.

Cash Flow Adjustment

Beginning in the fourth quarter of 2021, the Company adjusted its Consolidated Statement of Cash Flows to include changes in customer funds, and cash and cash equivalents associated with Customer payable as a financing activity. Previously, the changes in customer funds and customer payable were presented within operating activities in the Company's Consolidated Statements of Cash Flows. The adjustment results in the portion of customer funds that is held in cash and cash equivalents, restricted cash and customer funds to be included in the beginning and ending period totals of cash, cash equivalents, restricted cash and customer funds. The Company holds customer funds separate from its corporate funds and does not use customer funds for any corporate purposes.

Prior period amounts have been adjusted to this presentation. These changes have been concluded to be immaterial to the consolidated financial statements and have no impact on previously reported consolidated statements of operations and balance sheets. The adjusted presentation shows all changes associated with customer funds in the consolidated statements of cash flows instead of in the notes to the consolidated financial statements.

The following tables present the effects of the changes on the presentation of these cash flows to the previously reported consolidated statements of cash flows:

Year Ended December 31, 2020
Net cash provided by (used in):
As Previously Reported (i)
AdjustmentsAs Adjusted
Operating activities (ii)
$381,603 $(208,493)$173,110 
Investing activities(606,636)— (606,636)
Financing activities (iii)
2,315,195 1,361,540 3,676,735 
Effect of foreign exchange rate on cash and cash equivalents12,995 — 12,995 
Net increase in cash, cash equivalents, restricted cash and customer funds2,103,157 1,153,047 3,256,204 
Cash, cash equivalents, restricted cash and customer funds, beginning of the year1,098,706 438,261 1,536,967 
Cash, cash equivalents, restricted cash and customer funds, end of the year$3,201,863 $1,591,308 $4,793,171 
___________________
(i)As reported in our 2020 Form 10-K filed with the SEC on February 23, 2021.
(ii)Financial statement lines impacted in operating activities were Customer funds and Customers payable.
(iii)Financial statement line impacted in financing activities was the addition of a new line called Change in customer funds, restricted from use in the Company's operations.
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90






Year Ended December 31, 2019
Net cash provided by (used in):
As Previously Reported (i)
AdjustmentsAs Adjusted
Operating activities (ii)
$465,699 $(138,069)$327,630 
Investing activities95,193 — 95,193 
Financing activities (iii)
(98,874)342,275 243,401 
Effect of foreign exchange rate on cash and cash equivalents3,841 — 3,841 
Net increase in cash, cash equivalents, restricted cash and customer funds465,859 204,206 670,065 
Cash, cash equivalents, restricted cash and customer funds, beginning of the year632,847 234,055 866,902 
Cash, cash equivalents, restricted cash and customer funds, end of the year$1,098,706 $438,261 $1,536,967 
___________________
(i)As reported in our 2019 Form 10-K filed with the SEC on February 26, 2020.
(ii)Financial statement lines impacted in operating activities were Customer funds and Customers payable.
(iii)Financial statement line impacted in financing activities was the addition of a new line called Change in customer funds, restricted from use in the Company's operations.

Revenue Recognition


The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of obligations to its customers has occurred, the related fees are fixed or determinable, and collectibility is reasonably assured. Revenue is generated fromrecognized when control of the following:promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.


Transaction-based revenue and Starbucks transaction-based revenue


The Company charges its sellers a transaction fee for managed payments solutions that is generally calculated as a percentage of the total transaction amount processed. The Company selectively offers custom pricing for certain sellers. The Company had a processing agreement with Starbucks, for certain Starbucks-owned stores in the United States. During the fourth quarter of 2016, Starbucks completed its previously announced transition to another payments solution provider.

The Company recognizescollects the transaction fees a seller pays to the Company as revenue upon authorization of a transaction byamount from the seller's customer's bank. Revenue is recognizedbank, net of refunds, which arise from reversals of transactions initiated byacquiring interchange and assessment fees, processing fees, and bank settlement fees paid to third-party payment processors and financial institutions. The Company retains its fees and remits the net amount to the sellers.

The Company acts as the merchant of record for its sellers and works directly with payment card networks and banks so that its sellers do not need to manage the complex systems, rules, and requirements of the payments industry. AsThe Company satisfies its performance obligations and therefore recognizes the merchanttransaction fees as revenue upon authorization of record, Squarea transaction by the seller's customer's bank.

Revenue is liable for settlementrecognized net of therefunds, which arise from reversals of transactions the Company processes for itsinitiated by sellers.


The gross transaction fees collected from sellers are recognized as revenue on a gross basis as the Company is the primary obligorprincipal in the delivery of the managed payments solutions to the sellers. The Company has concluded it is the principal because as the merchant of record, it controls the services before delivery to the seller, andit is primarily responsible for the delivery of the services to its sellers, and it has discretion in setting prices charged to sellers. The Company also has the unilateral ability to accept or reject a transaction based on criteria established by the Company. As the merchant of record, Square is liable for the costs of processing the transactions for its sellers, and records such costs within cost of revenue.

The Company also charges certain Cash App customers making peer-to-peer transactions using business accounts, or funding transactions with a credit card, a transaction fee that is generally calculated as a percentage of the total transaction amount processed. The Company collects the transaction amount from the customer's Cash App account, net of incurring interchange and assessment fees, processing fees, and bank settlement fees paid to third-party payment has latitude in establishing pricing with respectprocessors and financial institutions. The Company retains its fees and remits the net amount to the sellers and other terms of service, has sole discretion in selecting the third party to perform the settlement, and assumes the credit risk for the transaction processed.customers.


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Subscription and services-based revenue

Subscription and services-based revenue is primarily generated bycomprised of revenue the Company generates from Instant Deposit Caviar,and Cash Card, Square CapitalLoans (formerly known as Square Capital), website hosting and domain name registration services, TIDAL, and various other software as a service (SaaS) products.

Instant Deposit is a functionality within the Cash App and the Company's managed payment solutionspayments solution that enables customercustomers, including individuals and sellers, to instantly deposit funds into their bank accounts. The Company charges a per transaction fee which we recognizeis recognized as revenue when customers instantly deposit funds to their bank account.

Caviar is The Company also offers Cash App customers the ability to use funds stored in the Cash App via a food ordering platform that facilitates food delivery servicesVisa prepaid card (Cash Card), for restaurants. Caviar revenue consists of fees charged to restaurants, as sellers, and delivery and service fees charged to customers. All fees are recognized upon delivery ofwhich the food, net of refunds.
Square Capital facilitatesCompany earns a loanper transaction fee that is offeredrecorded as revenue.

Beginning in April 2021, the Company started originating loans to customers through Square Financial Services. Prior to April 2021, the Company facilitated loans to customers through a partnership with an industrial bank that is generallybank. The loans are either repaid through withholding a percentage of the collections of the seller's receivables processed by the Company. During the first quarter of 2016, the Company fully transitioned from offering merchant cash advances (MCAs) to loans.or a specified monthly amount. The Company facilitates loans to sellers pre-qualified throughgenerally utilizes a pre-qualification process that includes an analysis of the aggregated data of the seller’s business which includes, but is not limited to, the seller’s historical processing volumes, transaction count, chargebacks, growth, and length of time as a Square customer. The loans are originated by a bank partner, from whomGenerally, the Company purchases the loans obtaining all rights, title, and interest. The loans have no stated coupon rate but the seller is charged a one-time origination fee by the bank partner based upon their risk rating, which is derived primarily from processing activity. ItFor some of the loans, it is the Company’s intent to sell all of its rights, title, and interest of these loans to third-party investors for an upfront fee when the loans are sold. The Company records as cost of the loans, the amounts advanced to the customers or the net amounts paid to purchase the bank asloans. Subsequently, the cost of the loans purchased and subsequentlyCompany records a gain on sale of the loans to the third-party investors.investors as revenue upon transfer of title. The Company is retained by the third-party investors to service the loans and earns a servicing fee for facilitating the repayment of these receivables through its managed payments solutions. The Company recognizes the gain on sale of the loans to the investors as revenue upon transfer of title to investors. The Company records servicing revenue as servicing is delivered. For the loans which are not immediately sold to third-party investors or for which the Company has the intent and ability to hold through maturity, interest and fees earned are recognized as revenue using the effective interest method.

The Company offers customers website hosting services for a fee that is generally billed at inception. The Company also acts as a reseller of domain names registration services for a registrar for a fee, which is also generally billed at inception. The Company considers that it satisfies its performance obligations over time and as such recognizes a portionrevenue ratably over the term of the expected seller repayments overrelevant arrangements, which vary from one month to twenty four months for website hosting, and one year to ten years for domain name registration.

TIDAL primarily generates revenue from subscriptions to its customers, and such subscriptions allow access to the cost ofsong library, video library, and improved sound quality. Customers can subscribe to services directly from the loansTIDAL website or through the Apple store, for which the Company charges a monthly fee which is recognized ratably as revenue in proportion toas the loan principal reduction.service is provided.





80





Software as a service providesSaaS represents software products and solutions that provide customers with access to various technologies for a fee which is recognized as revenue ratably as the service is provided. The Company's contracts with customers are generally for a term of one month and renew automatically each month. The Company invoices its customers monthly. The Company considers that it satisfies its performance obligations over time each month as it provides the SaaS services to customers and hence recognizes revenue ratably over the month.

Hardware revenue


HardwareThe Company generates revenue is generated from salesthrough the sale of contactlesshardware through e-commerce and chip readers, chip card readers, Square Stand, Square Register and third-party peripherals. Hardware revenue is recorded net of returns and is recognizedthrough its retail distribution channels. The Company satisfies its performance obligation upon delivery of hardware to theits customers which include end user customers, distributors, and retailers. The Company allows for customer returns which are accounted for as variable consideration. The Company estimates these amounts based on historical experience and satisfactionreduces revenue recognized. The Company invoices end user customers upon delivery of the other basic revenue recognition criteria. products to customers, and payments from such customers are due upon invoicing. Distributors and retailers have payment terms that range from 30 to 90 days after delivery.

The Company considers deliveryoffers hardware installment sales to customers with terms ranging from three to twenty four months. The Company allocates a portion of the consideration received from these arrangements to a financing component when it determines that a significant financing component exists. The financing component is subsequently recognized as financing revenue separate from hardware revenue, within subscription and services-based revenue, over the terms of the arrangement
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with the customer. Pursuant to practical expedients afforded under ASC 606, the Company does not recognize a financing component for hardware installment sales that have occurred once titlea term of one year or less.

Bitcoin revenue

The Company offers its Cash App customers the ability to purchase bitcoin, a cryptocurrency denominated asset, from the Company. The Company satisfies its performance obligation and risk of loss has beenrecords revenue when bitcoin is transferred to the end customer.customer's account. The Company records deferredpurchases bitcoin from private broker dealers or from Cash App customers and applies a marginal fee before selling it to its customers. The sale amounts received from customers are recorded as revenue whenon a gross basis and the associated bitcoin cost as cost of revenues, as the Company is the principal in the bitcoin sale transaction. The Company has concluded it receives payments in advance ofis the principal because it controls the bitcoin before delivery to the customers, it is primarily responsible for the delivery of products.the bitcoin to the customers, it is exposed to risks arising from fluctuations of the market price of bitcoin before delivery to customers, and has discretion in setting prices charged to customers.


Cost of Revenue


Transaction-based costs and Starbucks transaction-based costs


Transaction-based costs and Starbucks transaction-based costs consist primarily of interchange and assessment fees, processing fees and bank settlement fees paid to third-party payment processors and financial institutions. Contracts with third-party payment processors are typically for a term of two to four years.


Subscription and services-based costs


SubscriptionSubscriptions and services-based costs consist primarilyconsists of Caviar-related costs, which include payments to third-party couriers for deliveries and the cost of equipment provided to sellers. These costs also include costs associated with Cash App transactions when customers instantly deposit fundsCard, Instant Deposit, and TIDAL costs. Prior to their bank account and for transactions conducted with a Cash Card, credit card or Cash for Business. Cost of revenue for other2020, subscription and services-based costs consistsconsisted primarily of Caviar-related costs. The Caviar business was sold in the amortization related to the developmentfourth quarter of certain subscription and services-based products.2019.


Hardware costs


Hardware costs consist of all product costs associated with contactless and chip readers, chip card readers, Square Terminal, Square Stand, Square Register, and third-party peripherals. Product costs includeconsist of third-party manufacturing-related overhead and personnel costs, certain royalties, packaging, and fulfillment costs.


Advertising CostsBitcoin costs


Bitcoin cost of revenue comprises of the amounts the Company pays to purchase bitcoin, which will fluctuate in line with the price of bitcoin in the market.

Other costs

Generally, other costs such as employee costs, rent, and occupancy charges are not allocated to cost of revenues and are reflected in operating expenses and are not material.

Sales and Marketing Expenses

Advertising costs are expensed as incurred and included in sales and marketing expense onin the consolidated statements of operations. Total advertising costs for the years ended December 31, 2021, 2020, and 2019 were $435.8 million, $224.7 million, and $142.7 million, respectively. In addition, services, incentives, and other costs to customers that are not directly related to a revenue generating transaction are recorded as sales and marketing expenses, as the Company considers these to be marketing costs to encourage the usage of Cash App. These expenses include, but are not limited to, Cash App peer-to-peer processing costs and related transaction losses, card issuance costs, customer referral bonuses, and promotional giveaways, and were $778.3 million, $635.3 million, and $279.7 million, for the years ended December 31, 2017, 2016,2021, 2020, and 2015 were $81.9 million, $58.3 million, and $58.3 million,2019, respectively.


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Share-based Compensation


Share-based compensation expense relates to stock options, restricted stock awards (RSAs), restricted stock units (RSUs), and purchases under the Company’s 2015 Employee Stock Purchase Plan (ESPP) which is measured based on the grant-date fair value. The fair value of RSAs and RSUs is determined by the closing price of the Company’s common stock on each grant date.Thedate. The fair value of stock options and employee stock purchase planESPP shares granted to employees is estimated on the date of grant using the Black-Scholes-Merton option valuation model. This share-based compensation expense valuation model requires the Company to make assumptions and judgments regarding the variables used in the calculation. These variables include the expected term (weighted average period of time that the options granted are expected to be outstanding), the expected volatility of the Company’s stock, expected risk-free interest rate and expected dividends. The Company uses the simplified calculation of expected term, defined as an average of the Company does not have sufficient historical datavesting term and the contractual term to use any other method to estimate expected term.maturity. Expected volatility is based on a weighted average of the historical volatilities of the Company's common stock along with several entities with characteristics similar to those of the Company. TheIn May 2020, the Company will continue to weightbegan using its own volatility, more heavily as more ofthe Company uses its own historical stock price information, becomes available. Once its own historical data is equal tosuch that of the expected term of option grants a peer group is no longer considered necessary. The expected risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. Share-basedGenerally, share-based compensation expense is recorded on a straight-line basis over the requisite service period. For the year ended December 31, 2016 and prior, theThe Company recorded share-based compensation expense net of estimated forfeitures. On January 1, 2017, as a result of the Company's

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adoption of ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, the Company elected to accountaccounts for forfeitures as they occur.
The fair value
Interest Income and Expense, net

Interest income consists of stock options granted to non-employees, including consultants, is initially measured uponinterest income from the date of grantCompany's investment in marketable debt securities and remeasured over the vesting period using the same methodology described above. These non-employees provide serviceinterest expense relating to the Company on an ongoing basis, therefore,Company's long-term debt. Interest income for the performance commitmentyears ended December 31, 2021, 2020, and 2019 were $25.0 million, $18.3 million, and $23.4 million, respectively. Interest expense for each non-employee grant is not considered probable until the award is earned over time. The expected term for non-employee grants is the contractual termyears ended December 31, 2021, 2020, and share-based compensation expense is recognized on a straight-line basis over this term. Share-based compensation expense related to non-employees has not been material for any of the periods presented.2019 were $58.1 million, $75.2 million, and $44.9 million, respectively.

Income and Other Taxes


The Company reports income taxes under the asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the enacted tax rates expected to be in effect when the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized.

The Company usesconsiders historical information, tax planning strategies, the expected timing of the reversal of existing temporary differences, and may rely on financial projections to support its netposition on the recoverability of deferred tax assets, which containassets. The Company’s judgment regarding future profitability contains significant assumptions and estimates of future operations. If such assumptions were to differ significantly from actual future results of operations, it may have a material impact on the Company’s ability to realize its deferred tax assets. At the end of each period, the Company assesses the ability to realize the deferred tax assets. If it is more likely than not that the Company wouldwill not realize the deferred tax assets, then the Company would establishestablishes a valuation allowance for all or a portion of the deferred tax assets.


The Company recognizes the effect of uncertain income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to uncertain tax positions in the provision for income tax expense on the consolidated statements of operations.


Cash and Cash Equivalents and Restricted Cash and Customer Funds


Cash and Cash Equivalents:

The Company considers all highly liquid investments, including money market funds, with an original maturity of three months or less when purchased to be cash equivalents.


As of December 31, 2017 and 2016, restricted
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Restricted Cash:

Restricted cash of$28.8 million and $22.1 million, respectively, is related torepresents pledged cash deposited intodeposits in savings accounts at the financial institutions that process the Company's sellers' payment transactions and as collateral pursuant to an agreementvarious agreements with the originating bank forbanks relating to the Company's loan product.products. The Company uses the restricted cash to secure letters of credit with the financial institution to provide collateral for cash flow timing differences in the processing of these payments. The Company has recorded this amountrecords amounts as a current asset on the consolidated balance sheets due toif the short-term nature of these cash flow timing differences and thatrestriction expires in less than 12 months, or as a non-current asset if the restriction is 12 months or longer. If there is no minimum time frame during which the cash must remain restricted.restricted, the nature of the transactions related to the restriction determine the classification. Additionally, this balance includes certain amounts held as collateral pursuant to multi-year lease agreements discussed in the paragraph below, whichthat we expect to become unrestricted within the next year.year, as discussed in the paragraph below. As of December 31, 2021 and 2020, restricted cash for these purposes was $18.8 million and $30.3 million, respectively.


As of December 31, 2017 and 2016,2021, the remaining restricted cash of $9.8$71.7 million and $14.6is primarily related to collateral as required by the FDIC for Square Financial Services. As of December 31, 2020, the remaining restricted cash of $13.5 million respectively, is primarily related to cash deposited into money market funds that is usedheld as collateral pursuant to multi-year lease agreements entered into in 2012 and 2014 (Note 14)18). The Company has recorded this amountthese amounts as a non-current assetassets on the consolidated balance sheets as the terms of the related leases extend beyond one year.year, and the requirement by the FDIC specifies a time frame of 12 months or longer during which the cash must remain restricted.


Customer funds:

Customer funds represent customers' stored balances that customers would later use to send money or make payments, or customers cash in transit. Under the terms of service associated with these funds, the Company is restricted from using the funds from use in the Company's operations. The Company invests a portion of these stored balances in short-term marketable debt securities (Note 4). The Company determines the appropriate classification of the investments in marketable debt securities within customer funds at the time of purchase and reevaluates such designation at each balance sheet date.

Concentration of Credit Risk


For the years ended December 31, 20172021, 2020 and 2016,2019, the Company had no customer whothat accounted for greater than 10% of total net revenue. For the year ended December 31, 2015, the Company

The Company had no customer other than Starbucks who accounted for greater than 10% of total net revenue. The Company terminated its relationship with Starbucks during the year ended December 31, 2016.

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The Company had three2 third-party payment processors that represented approximately 46%, 42%,52% and 8%30% of settlements receivable as of December 31, 2017. The same three parties represented approximately 52%, 35%, and 10% of settlements receivable as2021. As of December 31, 2016.2020, there were 2 parties that represented approximately 59% and 27% of settlements receivable. All other third-party processors were insignificant.


Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable debt securities, settlements receivables,receivable, customer funds, loans held for sale, and loans held for sale.investment. The associated risk of concentration for cash and cash equivalents and restricted cash is mitigated by banking with creditworthy institutions. At certain times, amounts on deposit exceed federal deposit insurance limits. The associated risk of concentration for marketable debt securities is mitigated by holding a diversified portfolio of highly rated investments. Settlements receivable are amounts due from well-established payment processing companies and normally take one or two business days to settle which mitigates the associated risk of concentration. The associated risk of concentration for loans held for sale is partially mitigated by credit evaluations that are performed prior to facilitating the offering of loans and ongoing performance monitoring of the Company’s loan customers. The risk associated with the PPP loans is considered low due to government guarantees on those loans.


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Investments in marketable debt securities

The Company's short-term and long-term investments include marketable debt securities such as government and agency securities, corporate bonds, commercial paper and municipal securities. The Company determines the appropriate classification of its investments in marketable debt securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its marketable debt securities as available-for-sale and carries these investments at fair value, reporting the unrealized gains and losses, net of taxes, as a component of stockholders’ equity. The U.S. government and U.S. agency securities are either explicitly or implicitly guaranteed by the U.S. government and are highly rated by major rating agencies. The corporate bonds are issued by highly rated entities. The foreign government securities are issued by highly rated international entities. The Company has the ability and intent to hold these investments with unrealized losses for a reasonable period of time sufficient for the recovery of their amortized cost bases, which may be at maturity. The Company determines any realized gains or losses on the sale of marketable debt securities on a specific identification method, and records such gains and losses as a component of other expense (income), net.

Investments in equity securities

The Company holds marketable and non-marketable equity investments, over which the Company does not have a controlling interest or significant influence. Marketable equity investments are measured using quoted prices in active markets with changes recorded in other expense (income), net on the consolidated statements of operations. Non-marketable equity investments have no readily determinable fair values and are measured using the measurement alternative, which is defined as cost, less impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. Adjustments are recorded in other expense (income), net on the consolidated statements of operations.

Non-marketable equity investments are valued using significant unobservable inputs or data in an inactive market and the valuation requires our judgment due to the absence of market prices and inherent lack of liquidity. The carrying value for these investments is not adjusted if there are no observable transactions for identical or similar investments of the same issuer or if there are no identified events or changes in circumstances that may indicate impairment. The Company will adjust for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issue. Valuations of non-marketable equity investments are inherently complex due to the lack of readily available market data. In addition, the determination of whether an orderly transaction is for an identical or similar investment requires significant management judgment, including understanding the differences in the rights and obligations of the investments and the extent to which those differences would affect the fair values of those investments.

The Company assesses the impairment of its non-marketable equity investments on a quarterly basis. The impairment analysis encompasses an assessment of the severity and duration of the impairment and a qualitative and quantitative analysis of other key factors including the investee’s financial metrics, market acceptance of the investee’s product or technology, other competitive products or technology in the market, general market conditions, and the rate at which the investee is using its cash. If the investment is considered to be impaired, the Company will record an impairment in other expense (income), net on the consolidated statements of operations and establish a new carrying value for the investment.

Fair Value of Financial Instruments


The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value accounting establishes a three-level hierarchy priority for disclosure of assets and liabilities recorded at fair value. The ordering of priority reflects the degree to which objective prices in external active markets are available to measure fair value. The classification of assets and liabilities within the hierarchy is based on whether the inputs to the valuation methodology used for measurement are observable or unobservable.


The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:


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•Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.


•Level 2 Inputs: Other than quoted prices included in Level 1 Inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.


•Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.


Customer Loans Held for Sale


Prior to April 2021, the Company purchased loans from an industrial bank partner. In April 2021, the Company began originating loans through Square Financial Services. The Company classifies customer loans as held for sale upon purchase from a bank partner, as there is an available market for such loans and it isthat the Company’sCompany has the intent to sell all of its rights, title, and interest in these loans to third-party investors. investors as loans held for sale, as there is an available market for such loans. The Company classifies customer loans retained on its balance sheet that the Company has both the intent and ability to hold for the foreseeable future, or until maturity or payoff, as loans held for investment.

Loans Held for Sale:

Loans held for sale are recorded at the lower of amortized cost or fair value determined on an individual loan basis. To determine the fair value the Company utilizes industry-standard valuation modeling, such as discounted cash flow models,valuation modeling, taking into account the probability of default and estimated timing and amounts of periodic repayments. In estimating the expected timing and amounts of the future periodic repayments for the loans outstanding, the Company considered other relevant market data, including the impact of the COVID-19 pandemic. With respect to PPP loans, the Company also considers the impact of government guarantees and loan forgiveness on the timing and amounts of future cash flows. The Company recognizes a charge within transaction and loan and advance losses onin the consolidated statement of operations whenever the amortized cost of a loan exceeds its fair value, with such charges being reversed for subsequent increases in fair value, but only to the extent that such reversals do not result in the amortized cost of a loan exceeding its fair value. A loan that is initially designated as held for sale may be reclassified to held for investment if and when the Company's intent for that loan changes. ThereFor the year ended December 31, 2021, $224.8 million have been no reclassifications madereclassified from loans held for sale to date.loans held for investment. Upon origination, the Company's loans are designated as available for sale. The majority of loans are subsequently sold. Loans that are not sold within one to two business days from origination are reclassified as held for investment.


Loans Held for Investment:

Loans held for investment are recorded at amortized cost, less an allowance for potential uncollectible amounts. Amortized cost basis represents principal amounts outstanding, net of unearned income, unamortized deferred fees and costs on originated loans, premiums or discounts on purchased loans and charge-offs. The Company’s intent and ability to designate loans as held for investment in the future may change based on changes in business strategies, the economic environment, and market conditions.

The Company calculates an allowance for losses on the loans held for investment portfolio in accordance with ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The Company assesses impairment of its financial instruments based on current estimates of expected credit losses over the contractual term of its loans held for investment portfolio as of each balance sheet date. The Company determines the allowance for loan losses using both quantitative and qualitative methods and considers all available information relevant to assessing collectability. This includes but is not limited to: historical loss and recovery experience, recent and historical trends in delinquencies, past-due loans and charge-offs, borrower behavior and repayment speed, underwriting and collection management changes, changes in the legal and regulatory environment, changes in risk and underwriting standards, current and historical macroeconomic conditions such as changes in unemployment and GDP, and various other factors that may affect the sellers’ ability to make future payments.

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Settlements Receivable
    
Settlements receivable represents amounts due from third-party payment processors for customer transactions. Settlements receivable are typically received within one or two business days of the transaction date. No valuation allowances have been established, as funds are due from large, well-established financial institutions with no historical collections issue.

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Customer Funds

Customer funds held represent Cash App customers' stored balances that customers would later use to send money or make payments, or customers cash in transit. As of December 31, 2017 and 2016, the Company held these stored balances as short term bank deposits.


Inventory


Inventory is comprised of contactless and chip readers, chip card readers, Square Stand, Square Register, Square Terminal and third-party peripherals, as well as component parts that are used to manufacture these products. Inventory is stated at the lower of cost (generally on a first-in, first-out basis) or net realizable value. Inventory that is obsolete or in excess of forecasted usage is written down to its net realizable value based on the estimated selling prices in the ordinary course of business. The Company's inventory is held at the Company'sthird party warehouses as well as at third partyand contract manufacturer premises.


Deferred Magstripe Reader CostsRevenue


Deferred revenue is primarily comprised of payments for website hosting and domain name registration received from customers at inception of the arrangements prior to the services being rendered.

Investments in bitcoin

Bitcoin is a cryptocurrency that is considered to be an indefinite lived intangible asset because bitcoin lacks physical form and there is no limit to its useful life. Accordingly, bitcoin is not subject to amortization but is tested for impairment on a daily basis to assess if it is more likely than not that it is impaired. The Company capitalizeshas concluded that because bitcoin is traded in an active market where there are observable prices, a decline in the quoted price below cost is generally viewed as an impairment indicator, in which case the fair value is used to assess whether an impairment loss should be recorded. If the fair value of bitcoin decreases below the carrying value during the assessed period an impairment charge is recognized at that time. After an impairment loss is recognized, the adjusted carrying amount of bitcoin becomes its magstripe readers, which are included in other current assets onnew accounting basis. A subsequent reversal of a previously recognized impairment loss is prohibited until the consolidated balance sheets. The amount capitalized represents the costsale of the readers, including packaging and shipping costs, held on-hand by the Company as of each consolidated balance sheet date. Once the readers are shipped to a third-party distributor or an end-customer, they are recorded as marketing expense on the consolidated statements of operations.asset.


Property and Equipment


Property and equipment are recorded at historical cost less accumulated depreciation, which is computed on a straight-line basis over the asset’s estimated useful life.
The estimated useful lives of property and equipment are described below:


Property and EquipmentUseful Life
Capitalized software18 months
Computer and data center equipmentThree years
Furniture and fixturesSeven years
Leasehold improvementsLesser of estimated useful lifeten years or remaining lease term

When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and any gain or loss on such sale or disposal is reflected in operating expenses.


Capitalized Software


The Company capitalizes certain costcosts incurred in developing internal-use software when capitalization requirements have been met. Costs prior to meeting the capitalization requirements are expensed as incurred. Capitalized costs are included in property and equipment, net, and amortized on a straight-lined basis over the estimated useful life of the software and included in product development costs or allocated to subscription and service-based costs on the consolidated statements of operations. The Company capitalized $9.8$39.2 million $7.9 million and $4.5$42.0 million of internally developed software during the years ended December 31, 2017, 20162021 and 2015,2020, respectively, and recognized $6.6$33.4 million $7.1, $19.8 million and $3.2$18.9 million of amortization expense during the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively.


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Leases


The Company leases office space and equipment under non-cancellable capitalfinance and operating leases with various expiration dates.

The Company adopted Accounting Standards Codification (ASC) 842, Leases (ASC 842)on January 1, 2019, and elected the optional transition method to apply the transition provisions from the effective date of adoption, which requires the Company to report the cumulative effect of the adoption of the standard on the date of adoption with no changes to the prior period balances. Pursuant to the practical expedients, the Company elected not to reassess: (i) whether expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or, (iii) initial direct costs for any existing leases. The Company elected to apply the short-term lease measurement and recognition exemption to its leases where applicable. Operating lease right-of-use assets and operating lease liabilities are recognized at the present value of the future lease payments, generally for the base noncancellable lease term, at the lease commencement date for each lease. The interest rate used to determine the present value of the future lease payments is the Company's incremental borrowing rate because the interest rate implicit in most of the Company's leases is not readily determinable. The Company's incremental borrowing rate is estimated to approximate the interest rate that the Company would pay to borrow on a collateralized basis with similar terms and payments as the lease, and in economic environments where the leased asset is located. Operating lease right-of-use assets also include any prepaid lease payments and lease incentives. The Company's lease agreements generally contain lease and non-lease components. Non-lease components, which primarily include payments for maintenance and utilities, are combined with lease payments and accounted for as a single lease component. The Company includes the fixed non-lease components in the determination of the right-of-use assets and operating lease liabilities. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability, and they are recognized as lease expense is incurred. Variable lease payments predominantly relate to variable operating expenses, taxes, parking, and electricity. The Company records the totalamortization of the right of use asset and the accretion of lease liability as a component of rent expense on a straight-line basis overin the lease term.consolidated statement of operations. The accounting for finance leases remained substantially unchanged.


When lease agreements provide allowances for leasehold improvements, the Company assesses whether it is the owner of the leasehold improvements for accounting purposes. When the Company concludes that it is the owner, it capitalizes the leasehold improvement assets and recognizes the related depreciation expense on a straight-line basis over the lesser of the lease term or the estimated useful life of the asset, and reduces rent expense onasset. Additionally, the Company recognizes the amounts of allowances to be received from the lessor as a straight-line basis over the termreduction of the lease byliability and the amount

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associated right of use asset. When the allowances provided. The Company classifiesconcludes that it is not the cashowner, the payments forthat the Company makes towards the leasehold improvements within investing activities while reimbursements fromare accounted as a component of the landlords are classified within operating activities.lease payments.


The Company records a liability for the estimated fair value for any asset retirement obligationobligations (ARO) associated with its leases, with an offsetting asset. In the determination of the fair value of AROs, the Company uses various assumptions and judgments, including such factors as the existence of a legal obligation, estimated amounts and timing of settlements, and discount and inflation rates. The liability is subsequently accreted while the asset is depreciated. As of December 31, 2017,2021, the Company had a liability for ARO, grossAROs of accretion, of $3.6$3.8 million and an associated asset, net of depreciation, of $2.3$0.7 million.


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Business Combinations


The purchase price of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of total consideration over the fair values of the assets acquired and the liabilities assumed is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded on the consolidated statements of operations.


Long-Lived Assets, including Goodwill and Acquired Intangibles


The Company evaluates the recoverability of property and equipment and finite lived intangible assets for impairment whenever events or circumstances indicate that the carrying amounts of such assets may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset or an asset group to estimateestimated undiscounted future net cash flows expected to be generated. If the carrying amount of the long–lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third–partparty independent appraisals, as considered necessary. For the periods presented, the Company had recorded no impairment charges.


Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. The Company performs a goodwill impairment test annually on December 31 and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the reporting unit’s fair value. The Company has the option to first assessassesses qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount and determine whether further action is needed. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. For the periods presented, the Company had recorded no impairment charges.


Acquired intangibles consist of acquired technology and customer relationships associated with various acquisitions. Acquired technology is amortized over its estimated useful life on a straight-line basis within cost of revenue. Customer relationships acquired are amortized on a straight-line basis over their estimated useful lives within operating expenses. The Company evaluates the remaining estimated useful life of its intangible assets being amortized on an ongoing basis to determine whether events and circumstances warrant a revision to the remaining period of amortization.


Customers Payable


Customers payable represents the transaction amounts, less revenue earned by the Company, owed to sellers or Cash App customers. The payable amount comprises amounts owed to customers due to timing differences as wethe Company typically settlesettles within one business day, amounts held by the Company in accordance with its risk management policies, and amounts held for customers who have not yet linked a bank account. This balance also includes the Company's liability for customer funds held on deposit in the Cash App.


Accrued Transaction Losses


The Company establishes a reserve for estimated transactionis exposed to potential credit losses related to transactions processed by sellers that are subsequently subject to chargebacks when the Company is unable to collect from the sellers primarily due to chargebacks, which represent a potential loss due toinsolvency, disputes between a seller and their customer, or due to fraudulent transactions. Accrued transaction losses also include estimated losses on Cash App activity related to peer-to-peer payments sent from a fraudulent transaction. The reserve is estimatedcredit card, Cash for Business, and Cash Card. Generally, the Company estimates the potential loss rates based on

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available historical experience that is continuously adjusted for new information and incorporates, where applicable, reasonable and supportable forecasts about future expectations. The Company also considers other relevant market data asin developing such estimates and assumptions, including the impact of the reporting date, including expectations of future chargebacks, and historical trends related to loss rates.COVID-19 pandemic. Additions to the reserve are reflected in current operating results, while charges to the reserve are made whenrealized losses are recognized.offset against the reserve. These amounts are classified within transaction and advanceloan losses on the consolidated statements of operations.operations, except for the amounts associated with the peer-to-peer service offered to Cash App customers for free that are classified within sales and marketing expenses.


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Segments

Effective June 30, 2020, the Company changed its operating segments to reflect the manner in which the Company's Chief Operating Decision Maker ("CODM") reviews and assesses performance. The Company has 2 reportable segments, which are Square (formerly Seller) and Cash App. Square includes managed payment services, software solutions, hardware and financial services products offered to sellers, while Cash App includes financial tools available to individuals such as P2P (peer-to-peer) payments, Cash Card transactions, bitcoin and stock investing that enable customers to easily send, spend, and store money. Products and services that are not assigned to a specific reportable segment including TIDAL, TBD, and Spiral are aggregated and presented within a general corporate and other category, as their results of operations are immaterial.


Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In May 2014,August 2020, the Financial Accounting Standards Board (FASB)("FASB") issued Accounting Standards Update (ASU)("ASU") No. 2014-09, Revenue from2020-06, Accounting for Convertible Instruments and Contracts with Customers, and issued subsequent amendments to the initial guidance within ASU 2015-04, ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2016-20. The new guidance will replace all current U.S. GAAP guidance about revenue recognition, including industry specific guidance. The core principal of this new guidance is that revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. The new guidance will also change how companies account for certain incremental costs to obtain a customer contract, such as sales commissions, by requiring that such costs be capitalized and charged to expense over the period of expected benefit. This guidance is effective for the Company’s interim and annual financial statements beginning January 1, 2018. The guidance can be adopted either through the full retrospective approach, which requires restatement of all periods presented with a cumulative effect adjustment as of the beginning of the earliest period presented, or through a modified retrospective approach, which requires a cumulative effect adjustment as of the date of adoption. The modified retrospective approach also requires additional disclosures, for the year of adoption, of the impact of the new guidance to each of the financial statements line items and qualitative explanation of the significant changes between the reported results under the new revenue guidance and the previous revenue guidance. The Company adopted this new guidance on January 1, 2018 using the modified retrospective approach. Apart from the incremental disclosure requirements it is the Company’s conclusion that the new guidance will not have a material impact on its consolidated financial statements, financial reporting systems, processes or controls.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, Entity's Own Equity, as part of its overall simplification initiative. The previous guidance required an entityinitiative to measure inventory atreduce costs and complexity of applying accounting standards while maintaining or improving the lowerusefulness of cost or market. Market could be replacement cost, net realizable value, or net realizable value less a normal profit margin. Under the new guidance, inventory is measured at the lower of cost and net realizable value, which would eliminate the other two options that currently exist for market replacement cost and net realizable value less a normal profit margin. The amendment is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. The Company adopted this new guidance on January 1, 2017, and it did not have any effect on the consolidated financial statements and related disclosures.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. This guidance is intendedinformation provided to improve the recognition, measurement, presentation, and disclosureusers of financial instruments. Thisstatements. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017,2021, and interim periods within those fiscal years, with early adoption permitted, with certain restrictions.but only at the beginning of the fiscal year. The Company early adopted the new guidance couldon January 1, 2021 using the modified retrospective approach and recorded a cumulative effect upon adoption of $103.0 million as a reduction to accumulated deficit and a reduction to other paid in capital of $502.7 million related to amounts attributable to conversion options that had previously been recorded in equity. Additionally, the Company recorded an increase to its convertible notes balance by an aggregate amount of $399.7 million as a result of the reversal of the separation of the convertible debt between debt and equity. The adoption of this standard also significantly decreased the amount of non-cash interest expense to volatility of other income (expense), net,be recognized in future periods as a result of eliminating the remeasurementdiscount associated with the equity component. There was no impact to the Company’s statements of cash flows as the result of the equity securities through earnings upon the occurrenceadoption of future observable price changes. The Company adopted this new guidance on January 1, 2018, and it did not have any effect on the consolidated financial statements.ASU No. 2020-06.


In February 2016,October 2020, the FASB issued ASU No. 2016-02, Leases, which will require, among2020-10, Codification Improvements ("Codification"). The update provides incremental improvements on various topics in the Codification to provide clarification, correct errors in, and to provide simplification on a variety of topics. Among other items, lesseesthe guidance includes presentation disclosures for the amount of income tax expense or benefit related to recognizeother comprehensive income. The amendments are effective for public entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted this guidance effective January 1, 2021 and has applied the guidance prospectively. The adoption of this guidance did not have a right of use asset and a related lease liability for most leasesmaterial impact on the balance sheet. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective forCompany’s financial statements and related disclosures.

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Recently issued accounting pronouncements not yet adopted

In July 2021, the FASB issued ASU No. 2021-05 ("ASU 2021-05") "Lease (Topic 842): Lessors - Certain Leases with Variable Lease Payments" which amends the lease classification requirements for lessors with certain leases containing variable payments. A lessor should classify and account for a lease with variable lease payments that do not depend on an index or a rate as an operating lease if both of the following criteria are met: 1) the lease would have been classified as a sales-type lease or a direct financing lease; and 2) the lessor would have otherwise recognized a day-one loss. The amendments in ASU 2021-05 are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years,2021, with early adoption permitted. The Company does not plan to early adopt this guidance. The Company’s operating leases primarily comprise of office spaces, withis evaluating the most significant leases relating to corporate headquarters in San Francisco and an office in New York. While the Company continues to evaluate the impacteffect of adopting this new accounting guidance, but does not expect the adoption to have a material impact on its consolidatedthe Company’s financial statements, it does expect to record right to use assets and related lease liabilities on its consolidated balance sheets upon adoption, which will increase total assets and liabilities.statements.



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In March 2016,May 2021, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting2021-04 (“ASU 2021-04”) “Earnings Per Share (Topic 260),
Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” which provides guidance on modifications or exchanges of a freestanding equity-classified written call option that is intended to simplify several aspectsnot within the scope of another Topic. An entity should treat a modification of the accountingterms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for share-based payment transactions, includinga new instrument, and provides further guidance on measuring the income tax consequences, classificationeffect of awards as eithera modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or liabilities, and classificationexchange. ASU 2021-04 also provides guidance on the statementrecognition of the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash flows. This guidance ishad been paid as consideration. The amendments are effective for financial statements issuedall entities for fiscal years beginning after December 15, 2016, and2021, including interim periods within those fiscal years, with earlyyears. Early adoption is permitted. The Company adoptedis evaluating the effect of adopting this new accounting guidance, on January 1, 2017. As part of thebut does not expect adoption the Company elected to account for forfeitures as they occur. As this guidance requireshave a modified retrospective approach when eliminating the forfeiture rate, the Company recorded an adjustment of $0.7 million to increase accumulated deficit and additional paid-in capital as of January 1, 2017. With respect to classification of excess tax benefits on the Statement of Cash Flows, the Company has elected to apply this guidance on a prospective basis. Thus, the prior periods have not been adjusted. The remaining areas of simplification in this guidance did not have anmaterial impact on the consolidatedCompany’s financial statements.


In June 2016,October 2021, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments,No 2021-08 ("ASU 2021-08") "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" which requires measuremententities to recognize and recognition of expected credit losses for financialmeasure contract assets held. This guidance isand contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. The amendments in ASU 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. The amendments in ASU 2021-08 are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years,2022, with early adoption permitted. The Company is currently evaluating the impacteffect of adopting this new guidance may have onaccounting guidance.

NOTE 2 - REVENUE

The following table presents the consolidated financial statementsCompany's revenue disaggregated by revenue source (in thousands):
Year Ended December 31,
202120202019
Revenue from Contracts with Customers:
Transaction-based revenue$4,793,146 $3,294,978 $3,081,074 
Subscription and services-based revenue2,445,811 1,447,188 883,922 
Hardware revenue145,679 91,654 84,505 
Bitcoin revenue10,012,647 4,571,543 516,465 
Revenue from other sources:
Subscription and services-based revenue263,920 92,215 147,534 
Total net revenue$17,661,203 $9,497,578 $4,713,500 


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NOTE 3 - INVESTMENTS IN DEBT SECURITIES

The Company's short-term and related disclosures.long-term investments as of December 31, 2021 are as follows (in thousands):

Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Short-term debt securities:
U.S. agency securities$73,986 $150 $(8)$74,128 
Corporate bonds293,460 128 (269)293,319 
Commercial paper36,088 — — 36,088 
Municipal securities5,543 5 — 5,548 
Certificates of deposit9,200 — — 9,200 
U.S. government securities430,992 106 (255)430,843 
Foreign government securities20,256 19 (118)20,157 
Total$869,525 $408 $(650)$869,283 
Long-term debt securities:
U.S. agency securities$154,454 $26 $(1,160)$153,320 
Corporate bonds667,699 80 (4,572)663,207 
Municipal securities22,541 2 (126)22,417 
U.S. government securities678,553 3 (4,080)674,476 
Foreign government securities13,084 — (74)13,010 
Total$1,536,331 $111 $(10,012)$1,526,430 
In August 2016,
The Company's short-term and long-term investments as of December 31, 2020 are as follows (in thousands):
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Short-term debt securities:
U.S. agency securities$153,386 $782 $(164)$154,004 
Corporate bonds76,957 256 (14)77,199 
Commercial paper4,999 — — 4,999 
Municipal securities10,377 57 (3)10,431 
U.S. government securities404,194 1,244 (4)405,434 
Foreign government securities42,988 139 (82)43,045 
Total$692,901 $2,478 $(267)$695,112 
Long-term debt securities:
U.S. agency securities$168,762 $519 $(3)$169,278 
Corporate bonds174,655 1,401 (42)176,014 
Municipal securities1,045 15 — 1,060 
U.S. government securities91,642 433 (2)92,073 
Foreign government securities25,351 184 (10)25,525 
Total$461,455 $2,552 $(57)$463,950 

The amortized cost of investments classified as cash equivalents approximated the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. This guidance addresses several cash flow issues withfair value due to the objective of reducing the existing diversity in practice. Specific issues addressed in this guidance include, but are not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination and applicationshort-term nature of the predominance principle. This guidance is effectiveinvestments.

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The Company's gross unrealized losses and fair values for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied retrospectively. The Company adopted this new guidance on January 1, 2018, and it did not have any effect on the consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which amends existing guidance on the recognition of current and deferred income tax impacts for intra-entity asset transfers other than inventory. The current guidance requires companies to defer the income tax effects of intercompany transfers of all assets, until the asset has been sold toinvestments that were in an outside party whereas the new guidance will not allow the deferral of income tax effects of intercompany transfers of assets except for inventory. This standard is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments in this guidance should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earningsunrealized loss position as of December 31, 2021 and 2020, aggregated by investment category and the beginninglength of the period of adoption. The Company adopted this new guidance on January 1, 2018, and it did nottime that individual securities have any effect on the consolidated financial statements and related disclosures.been in a continuous loss position are as follows (in thousands):


In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which provides guidance on the classification of restricted cash to be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts on the statement of cash flows. This standard is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company early adopted this guidance on January 1, 2017, and adjusted its consolidated statements of cash flow for each of the periods presented.
December 31, 2021
Less than 12 monthsGreater than 12 monthsTotal
Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
Short-term debt securities:
U.S. agency securities$26,749 $(8)$— $— $26,749 $(8)
Corporate bonds241,792 (269)311 — 242,103 (269)
U.S. government securities347,380 (255)— — 347,380 (255)
Foreign government securities12,734 (118)— — 12,734 (118)
Total$628,655 $(650)$311 $— $628,966 $(650)
Long-term debt securities:
U.S. agency securities$151,472 $(1,160)$— $— $151,472 $(1,160)
Corporate bonds627,467 (4,572)— — 627,467 (4,572)
Municipal securities18,616 (126)— — 18,616 (126)
U.S. government securities639,473 (4,080)— — 639,473 (4,080)
Foreign government securities13,010 (74)— — 13,010 (74)
Total$1,450,038 $(10,012)$— $— $1,450,038 $(10,012)


In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business. The amendment seeks to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, intangible assets and consolidation. This standard is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively on or after the effective dates. The Company adopted this new guidance on January 1, 2018, and it did not have any effect on the consolidated financial statements and related disclosures.
December 31, 2020
Less than 12 monthsGreater than 12 monthsTotal
Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
Short-term debt securities:
U.S. agency securities$41,711 $(162)$2,505 $(2)$44,216 $(164)
Corporate bonds15,255 (14)— — 15,255 (14)
Municipal securities2,566 (3)— — 2,566 (3)
U.S. government securities45,970 (4)— — 45,970 (4)
Foreign government securities21,341 (82)— — 21,341 (82)
Total$126,843 $(265)$2,505 $(2)$129,348 $(267)
Long-term debt securities:
U.S. agency securities$1,406 $(3)$— $— $1,406 $(3)
Corporate bonds28,189 (42)— — 28,189 (42)
U.S. government securities8,658 (2)— — 8,658 (2)
Foreign government securities10,929 (10)— — 10,929 (10)
Total$49,182 $(57)$— $— $49,182 $(57)


In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The new guidance eliminates the requirement to calculate the implied fair value of goodwill assuming a hypothetical purchase price allocation (i.e., Step 2 of the goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value, not to exceed the carrying amount of goodwill. This standard should be adopted when the Company performs its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. The amendments should be applied on a prospective basis. The Company does not expectintend to sell nor anticipate that it will be required to sell the adoptionsecurities before recovery of this guidancethe amortized cost basis. Unrealized losses related to have a material the impact on the consolidated financial statements andavailable for sale debt securities were determined not to be due to credit related disclosures.losses, therefore, an allowance for credit losses is not required.


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104






The contractual maturities of the Company's short-term and long-term investments as of December 31, 2021 are as follows (in thousands):

Amortized CostFair Value
Due in one year or less$869,525 $869,283 
Due in one to five years1,536,331 1,526,430 
Total$2,405,856 $2,395,713 
In March 2017,
NOTE 4 - CUSTOMER FUNDS

The following table presents the FASB issued ASU No. 2017-08, Premium Amortization on Purchased Callable Debt Securities, which amendsassets underlying customer funds (in thousands):
December 31,
2021		December 31,
2020
Cash$242,243 $145,577 
Customer funds in transit— 262,562 
Cash equivalents:
Money market funds2,126,579 777,193 
Reverse repurchase agreement (i)72,119 246,880 
U.S. agency securities— 47,300 
U.S. government securities— 111,796 
Short-term debt securities:
U.S. agency securities29,994 113,178 
U.S. government securities360,060 333,346 
Total$2,830,995 $2,037,832 

(i) The Company has accounted for the amortization period for certain purchased callablereverse repurchase agreement with a third party as an overnight lending arrangement, collateralized by the securities subject to the repurchase agreement. The Company classifies the amounts due from the counterparty as cash equivalents due to the short term nature.

The Company invests customer funds in short-term debt securities, held at a premium, shortening such periodas follows as of December 31, 2021 (in thousands):
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Short-term debt securities:
U.S. agency securities$30,002 $— $(8)$29,994 
U.S. government securities360,251 — (191)360,060 
Total$390,253 $— $(199)$390,054 


The Company invests customer funds in short-term debt securities, as follows as of December 31, 2020 (in thousands):
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Short-term debt securities:
U.S. agency securities$113,156 $22 $— $113,178 
U.S. government securities333,323 28 (5)333,346 
Total$446,479 $50 $(5)$446,524 
105

The amortized cost of investments classified as cash equivalents approximated the fair value due to the earliest call date. This standard is effectiveshort-term nature of the investments.

The gross unrealized losses and fair values for annual periods beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The amendmentsinvestments that were in this guidance should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earningsan unrealized loss position as of December 31, 2021 and 2020, aggregated by investment category and the beginninglength of the period of adoption. time that individual securities have been in a continuous loss position are as follows (in thousands):
December 31, 2021
Less than 12 monthsGreater than 12 monthsTotal
Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
Short-term debt securities:
U.S. agency securities$29,994 $(7)$— $— $29,994 $(7)
U.S. government securities360,060 (191)— — 360,060 (191)
Total$390,054 $(198)$— $— $390,054 $(198)

December 31, 2020
Less than 12 monthsGreater than 12 monthsTotal
Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
Short-term debt securities:
U.S. government securities$73,609 $(5)$— $— $73,609 $(5)
Total$73,609 $(5)$— $— $73,609 $(5)

The Company is currently evaluating the impact this new guidance may have on the consolidated financial statements and related disclosures.

In May 2017, the FASB issued ASU No. 2017-09, Scope of Modification Accounting, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. This standard is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied on a prospective basis. The Company adopted this new guidance on January 1, 2018, and it diddoes not have any effect onavailable for sale debt securities for which the consolidated financial statements andCompany has recorded credit related disclosures.losses.


The contractual maturities of the Company's investments within customer funds as of December 31, 2021 are as follows (in thousands):
Amortized CostFair Value
Due in one year or less$390,253 $390,054 
Due in one to five years— — 
Total$390,253 $390,054 

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NOTE 25 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures its cash equivalents, customer funds, short-term and long-term marketable debt securities, and marketable equity investment at fair value. The Company classifies these investments within Level 1 or Level 2 of the fair value hierarchy because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
The Company’s financial assets and liabilities that are measured at fair value on a recurring basis are classified as follows (in thousands):
December 31, 2021December 31, 2020
Level 1Level 2Level 3Level 1Level 2Level 3
Cash Equivalents:
Money market funds$2,344,768 $— $— $1,694,736 $— $— 
U.S. agency securities— 22,999 — — 41,186 — 
Certificates of deposit— 4,983 — — — — 
Corporate bonds— 790 — — — — 
U.S. government securities— — — 15,000 — — 
Customer funds:
Money market funds2,126,579 — — 777,193 — — 
Reverse repurchase agreement72,119 — — 246,880 — — 
U.S. agency securities— 29,994 — — 160,478 — 
U.S. government securities360,060 — — 445,142 — — 
Short-term debt securities:
U.S. agency securities— 74,128 — — 154,004 — 
Certificates of deposit— 9,200 — — — — 
Corporate bonds— 293,319 — — 77,199 — 
Commercial paper— 36,088 — — 4,999 — 
Municipal securities— 5,548 — — 10,431 — 
U.S. government securities430,843 0— 405,434 — — 
Foreign government securities— 20,157 — — 43,045 — 
Long-term debt securities:
U.S. agency securities— 153,320 — — 169,278 — 
Corporate bonds— 663,207 — — 176,014 — 
Municipal securities— 22,417 — — 1,060 — 
U.S. government securities674,476 — — 92,073 — — 
Foreign government securities— 13,010 — — 25,525 — 
Other:
Investment in marketable equity security— — — 376,258 — — 
Total$6,008,845 $1,349,160 $— $4,052,716 $863,219 $— 
 December 31, 2017 December 31, 2016
 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Cash and cash equivalents:           
Money market funds$387,698
 $—
 $—
 $207,168
 $—
 $—
Commercial paper—
 24,695
 —
 —
 7,496
 —
Municipal securities—
 —
 —
 —
 1,000
 —
Short-term securities:           
U.S. agency securities—
 15,083
 —
 —
 9,055
 —
Corporate bonds—
 57,798
 —
 —
 6,980
 —
Commercial paper—
 17,428
 —
 —
 17,298
 —
Municipal securities—
 23,700
 —
 —
 8,028
 —
U.S. government securities55,567
 —
 —
 18,540
 —
 —
Long-term securities:           
U.S. agency securities—
 20,169
 —
 —
 3,502
 —
Corporate bonds—
 91,413
 —
 —
 12,914
 —
Municipal securities—
 26,224
 —
 —
 2,492
 —
U.S. government securities65,861
 —
 —
 8,458
 —
 —
Total$509,126
 $276,510
 $—
 $234,166
 $68,765
 $—


The carrying amounts of certain financial instruments, including cash equivalents, settlements receivable, customer funds,loans held for investment, accounts payable, customers payable, accrued expenses and settlements payable, approximate their fair values due to their short-term nature.


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The Company estimates the fair value of its convertible and senior notes based on their last actively traded prices (Level 1) or market observable inputs (Level 2). The estimated fair value and carrying value of the convertible and senior notes were as follows (in thousands):
December 31, 2021December 31, 2020
Carrying ValueFair Value (Level 2)Carrying ValueFair Value (Level 2)
2031 Senior Notes$986,774 $1,018,113 $— $— 
2026 Senior Notes987,626 994,579 — — 
2027 Convertible Notes567,208 614,286 458,496 644,000 
2026 Convertible Notes567,621 595,548 482,204 638,250 
2025 Convertible Notes990,361 1,477,302 858,332 1,912,440 
2023 Convertible Notes459,618 958,927 780,046 2,417,820 
2022 Convertible Notes455 3,192 7,846 80,731 
Total$4,559,663 $5,661,947 $2,586,924 $5,693,241 
 December 31, 2017
 Carrying Value Fair Value (Level 2)
Convertible senior notes$358,572
 $719,356
Total$358,572
 $719,356


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A summaryThe estimated fair value and carrying value of loans disclosed at fair value on a recurring basisheld for sale and loans held for investment is as follows (in thousands):

December 31, 2017 December 31, 2016December 31, 2021December 31, 2020
Carrying Value Fair Value (Level 3) Carrying Value Fair Value (Level 3)Carrying ValueFair Value (Level 3)Carrying ValueFair Value (Level 3)
Loans held for sale$73,420
 $76,070
 $42,144
 $42,633
Loans held for sale$517,940 $574,982 $462,665 $467,805 
Loans held for investmentLoans held for investment91,447 95,746 — — 
Total$73,420
 $76,070
 $42,144
 $42,633
Total$609,387 $670,728 $462,665 $467,805 
    
ForAs of December 31, 2021, $364.8 million of the carrying value of loans held for sale was attributable to loans under the Paycheck Protection Program ("PPP"). The PPP was intended to provide relief to eligible businesses impacted by COVID-19, and to incentivize businesses to keep their workers on the payroll. These loans are guaranteed by the U.S. government and are eligible for forgiveness if the borrowers meet certain criteria. As the loans under the PPP qualify for forgiveness if certain criteria are met or are guaranteed by the U.S. government through the Small Business Administration ("SBA"), the related credit losses as of December 31, 2021 were immaterial. As of December 31, 2021, we had facilitated the issuance of $1.5 billion of loans in the aggregate under the program, of which we had sold $399.1 million to an investor. As of December 31, 2021, $725.9 million in PPP loans held for sale have been forgiven by the SBA, of which $679.6 million have been forgiven in the year ended December 31, 2017,2021. Overall, for the year ended December 31, 2021, the Company recognized $96.2 million of revenue associated with PPP loans primarily as a result of forgiveness. The Company approved and funded the last of its remaining PPP applications upon exhaustion of the funds in the program on May 21, 2021.

For the years ended December 31, 2021, 2020, and 2019, the Company recorded a chargeincremental charges for the excess of amortized cost over the fair value of the loans of $8.0 million. No charges were recorded$6.4 million, $26.0 million, and $23.2 million, respectively. To determine the fair value of the loans held for sale, the Company utilizes discounted cash flow valuation modeling, taking into account the probability of default and estimated timing and amounts of periodic repayments. In estimating the expected timing and amounts of the future periodic repayments for the years endedloans outstanding, the Company considered other relevant market data in developing such estimates and assumptions, including the continuing impact of the COVID-19 pandemic. With respect to PPP loans, the Company also considers the impact of government guarantees and loan forgiveness on the timing and amounts of future cash flows. As of December 31, 20162021, there were no material changes to our estimates of fair value, and 2015.the Company will continue to evaluate facts and circumstances that could impact our estimates and affect our results of operations in future periods.
    
If applicable, the Company will recognize transfers into and out of levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs. During the years ended December 31, 2017, 20162021, 2020 and 2015,2019, the Company did not have any transfers in or out of Level 1, Level 2, or Level 3 assets or liabilities.


108

NOTE 36 - INVESTMENTSLOANS HELD FOR INVESTMENT

In April 2021, the Company began originating loans in the U.S. through its wholly-owned subsidiary bank, Square Financial Services. The Company determinessells the appropriate classificationmajority of the loans to institutional investors with a portion retained on its investmentsbalance sheet. Loans retained by the Company are classified as held for investment as the Company has both the intent and ability to hold them for the foreseeable future, until maturity, or until payoff. The Company’s intent and ability in marketable securities at the timefuture may change based on changes in business strategies, the economic environment, and market conditions. As of purchase and reevaluates such designation at eachDecember 31, 2021, the Company held $91.4 million as loans held for investment, net of allowance, other current assets on the condensed consolidated balance sheet, date.see Note 11, Other Consolidated Balance Sheet Components.

Loans held for investment are recorded at amortized cost, less an allowance for potential uncollectible amounts. Amortized cost basis represents principal amounts outstanding, net of unearned income, unamortized deferred fees and costs on originated loans, premiums or discounts on purchased loans and charge-offs. The Company has classifiedallowance for loan losses and accounted for its marketable securities as available-for-sale.

The Company's short-term and long-term investmentsamount of charge offs recorded as of December 31, 2017 are as follows (in thousands):

 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Short-term securities:       
U.S. agency securities$15,122
 $—
 $(39) $15,083
Corporate bonds57,855
 22
 (79) 57,798
Commercial paper17,428
 —
 —
 17,428
Municipal securities23,743
 8
 (51) 23,700
U.S. government securities55,729
 1
 (163) 55,567
Total$169,877
 $31
 $(332) $169,576
        
Long-term securities:       
U.S. agency securities$20,288
 $2
 $(121) $20,169
Corporate bonds91,959
 25
 (571) 91,413
Municipal securities26,371
 13
 (160) 26,224
U.S. government securities66,362
 19
 (520) 65,861
Total$204,980
 $59
 $(1,372) $203,667

89





The Company's short-term and long-term investments2021 were immaterial. There were no recoveries recorded as of December 31, 20162021.

The Company considers loans that are greater than 60 days past due to be delinquent, and loans 90 days or more past due to be nonperforming. Loans that are 120 days or more past due are generally considered to be uncollectible and are written off. When a loan is identified as follows (in thousands):

 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Short-term securities:       
U.S. agency securities$9,048
 $7
 $—
 $9,055
Corporate bonds17,318
 —
 (20) 17,298
Commercial paper6,980
 —
 —
 6,980
Municipal securities8,037
 —
 (9) 8,028
U.S. government securities18,537
 3
 —
 18,540
Total$59,920
 $10
 $(29) $59,901
        
Long-term securities:       
U.S. agency securities$3,502
 $—
 $—
 $3,502
Corporate bonds12,939
 —
 (25) 12,914
Municipal securities2,505
 —
 (13) 2,492
U.S. government securities8,478
 —
 (20) 8,458
Total$27,424
 $—
 $(58) $27,366

For the years ended December 31, 2017, 2016nonperforming, recognition of income is discontinued. Loans are restored to performing status after total overdue unpaid amounts are repaid and 2015, gains or losses realized on the sale of investments were not material. Investments are reviewed periodically to identify possible other-than-temporary impairments. As the Company has reasonable assurance that performance under the ability and intent to hold these investments with unrealized losses until a recovery of fair value, or for a reasonable period of time sufficient for the recovery of fair value, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired for anyterms of the periods presented.

The contractual maturities of the Company's short-term and long-term investments asloan will continue. As of December 31, 20172021, the amount of loans that were identified as nonperforming loans was immaterial.

The Company closely monitors economic conditions and loan performance trends to assess and manage its exposure to credit risk. The criteria the Company monitors when assessing the credit quality and risk of its loan portfolio is primarily based on internal risk ratings, as they provide insight into borrower risk profiles and are useful as follows (in thousands):indicators of potential future credit losses. Loans are internally rated as "Pass" rated or "Classified". Pass rated loans generally consist of loans that are current or up to 60 days past due. Classified loans generally comprise of loans that are 60 days or greater past due and have a higher risk of default. Internal risk ratings are reviewed and, generally, updated at least once a year. As of December 31, 2021, the amortized cost of Pass rated loans was $95.1 million and the amount of Classified loans was immaterial.


 Amortized Cost Fair Value
Due in one year or less$169,877
 $169,576
Due in one to five years204,980
 203,667
Total$374,857
 $373,243

NOTE 47 - PROPERTY AND EQUIPMENT, NET
The following is a summary of property and equipment, less accumulated depreciation and amortization (in thousands):

December 31,
2021		December 31,
2020
Leasehold improvements$208,228 $168,125 
Computer equipment174,004 139,174 
Capitalized software116,827 119,452 
Office furniture and equipment42,393 34,890 
Total541,452 461,641 
Less: Accumulated depreciation and amortization(259,312)(228,121)
Property and equipment, net$282,140 $233,520 
 December 31,
2017		 December 31,
2016
Computer equipment$66,186
 $52,915
Office furniture and equipment14,490
 10,737
Leasehold improvements77,073
 73,366
Capitalized software35,063
 24,642
Total192,812
 161,660
Less: Accumulated depreciation and amortization(101,316) (73,332)
Property and equipment, net$91,496
 $88,328

90





Depreciation and amortization expense on property and equipment was $29.7$94.2 million, $28.7$65.0 million, and $20.1$60.6 million, for the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, respectively.


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NOTE 58 - ACQUISITIONS

Afterpay

    On January 31, 2022 (February 1, 2022 Australian Eastern Daylight Time), the Company completed the acquisition of Afterpay Limited (“Afterpay”), a global BNPL platform. In connection with the acquisition, the Company issued 113,387,895 shares of the Company’s Class A common stock with an aggregate fair value of $13.9 billion based on the closing price of the Company’s Class A common stock on the acquisition date. As of the completion of the acquisition, certain convertible notes with an outstanding principal amount of AU$ 1.5 billion (US$ 1.1 billion based on the closing exchange rate on the acquisition date), remained outstanding. As a result of the acquisition of Afterpay, the original holders of the convertible notes may require Afterpay to redeem some or all of the notes at 100% of their principal amount no later than March 4, 2022.

The acquisition meets the criteria to be accounted for as a business combination. This method requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date and that the difference between the fair value of the consideration paid for the acquired entity and the fair value of the net assets acquired be recorded as goodwill, which is not amortized but is tested at least annually for impairment. The Company is in the process of determining the fair values of purchase consideration transferred, as well as the fair values of tangible and intangible assets acquired and liabilities assumed.

TIDAL

On April 30, 2021, the Company acquired an 86.8% ownership interest in TIDAL, a global music and entertainment platform that brings fans and artists together through unique music, content, and experiences. The acquisition extends our purpose of economic empowerment to musicians. The Company has the option, but not the obligation, to acquire any portion of the remaining noncontrolling interest any time after a three year period has elapsed from the execution of the merger agreement at a price based on the fair value of TIDAL shares.
The purchase consideration was comprised of $223.1 million in cash and 41,138 shares of the Company’s Class A common stock with an aggregate fair value of $10.1 million based on the closing price of the Company’s Class A common stock on the acquisition date. Third-party acquisition-related costs were immaterial. The results of TIDAL’s operations have been included in the consolidated financial statements since the closing date.
The acquisition was accounted for as a business combination. This method requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date and that the difference between the fair value of the consideration paid for the acquired entity and the fair value of the net assets acquired be recorded as goodwill, which is not amortized but is tested at least annually for impairment.
110

The table below summarizes the consideration paid for TIDAL and the fair value of the assets acquired and liabilities assumed at the closing date (in thousands, except share data).
Consideration:
Cash$176,663 
Deferred consideration46,475 
Stock (41,138 shares of Class A common stock)10,071 
$233,209 
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets (inclusive of cash acquired of $12,358)$29,621 
Intangible customer assets69,000 
Intangible technology assets29,000 
Intangible trade name35,000 
Intangible other assets8,000 
Other non-current assets33,443 
Accrued expenses and other current liabilities(67,789)
Other non-current liabilities(52,759)
Total identifiable net assets acquired83,516 
Noncontrolling interests(48,192)
Goodwill197,885 
Total$233,209 
Goodwill from the acquisition was primarily attributable to the value of expected synergies created by incorporating TIDAL product and operations into the Company's technology platform and the value of the assembled workforce. An estimated amount of approximately $70.7 million of the goodwill generated from the TIDAL acquisition and approximately $126.7 million of the acquired intangible assets are expected to be deductible for US tax purposes based on the preliminary values. Additionally, the acquisition would have resulted in the recognition of US deferred tax assets; however, the realization of such deferred tax assets depends primarily on the Company's ability, post-acquisition, to generate taxable income in future periods of which there is not sufficient evidence of such income as of December 31, 2021. Accordingly, a valuation allowance was recorded against the net acquired deferred tax asset in accounting for the acquisition.

Deferred consideration in the aggregate amount of $46.5 million primarily relates to pre-acquisition contingencies, and includes a portion of purchase consideration withheld, for a period of up to 4 years, as security for TIDAL's indemnification obligations related to general representations and warranties, in addition to certain potential exposures. The Company recognized certain liabilities for acquired pre-existing potential exposures, and an indemnification receivable in the amount of $22.8 million has been recorded related to such exposures in accordance with the terms of the indemnification agreement. The amounts have been determined in accordance with ASC 740, Income Taxes, and ASC 450, Contingencies.

The Company prepared an initial determination of the fair value of the assets acquired and liabilities assumed as of the acquisition date using preliminary information. Subsequently, the Company has recognized measurement period adjustments to the purchase consideration and the jurisdictional allocation of the fair value of certain assets and liabilities assumed as a result of further refinements in the Company’s estimates. The net effect of these adjustments on the preliminary purchase price allocation was an increase of $13.1 million in goodwill and deferred tax liabilities assumed.

In addition to the deferred consideration, an additional amount of $32.2 million in purchase consideration has been withheld related to defined post-acquisition activities. Because these amounts relate to post-acquisition activities, in accordance with ASC 805, Business Combinations, such amounts will be recognized as expenses in future periods, as incurred.

    The noncontrolling interest was recorded based on the fair value on the date of acquisition.
111


    The acquisition of TIDAL did not have a material impact on the Company's consolidated financial statements. Accordingly, pro forma financial information has not been presented.
Other Acquisitions
The Company completed certain acquisitions for a total consideration of $20.5 million, $126.7 million, and $25.2 million, during the years ended December 31, 2021, 2020, and 2019, respectively, which resulted in the recognition of additional intangible assets and goodwill. There were no material acquisitions during these periods therefore pro forma financial information has not been presented. None of the goodwill generated from the acquisitions or the acquired intangible assets are expected to be deductible for tax purposes.

NOTE 9 - GOODWILL


Goodwill is recorded when the consideration paid for an acquisition of a business exceeds the fair value of identifiable net tangible and intangible assets acquired. As

The change in carrying value of December 31, 2017goodwill in the period was as follows (in thousands):
Balance at December 31, 2019$266,345 
Acquisitions completed during the year ended December 31, 202049,571 
Other adjustments785 
Balance at December 31, 2020316,701 
Acquisitions completed during the year ended December 31, 2021203,079 
Other adjustments(504)
Balance at December 31, 2021$519,276 

Effective June 30, 2020, the Company changed its operating and December 31, 2016, goodwill was $58.3reporting segments to reflect the manner in which the CODM reviews and assesses performance. Accordingly, the Company has 2 operating and reportable segments, which are Square and Cash App (defined further in Note 19, Segment and Geographical Information). The Company allocated $183.4 million and $57.2$112.4 million of the goodwill balance at June 30, 2020 to Square and Cash App, respectively. In addition, the Company completed an assessment of any potential goodwill impairment for the reporting units immediately before and after the reallocation and determined that no impairment existed as of June 30, 2020.


The change in carrying value of goodwill allocated to the reportable segments in the period was as follows (in thousands):
Cash AppSquareCorporate and OtherTotal
Balance as of June 30, 2020$112,389 $183,371 $— $295,760 
Acquisitions15,587 4,492 — 20,079 
Other adjustments862 — — 862 
Balance as of December 31, 2020128,838 187,863 — 316,701 
Acquisitions— 5,194 197,885 203,079 
Other adjustments(504)— — (504)
Balance as of December 31, 2021$128,334 $193,057 $197,885 $519,276 

Additionally, the Company performed its annual goodwill impairment testassessment as of December 31, 2017. The2021. For purposes of completing the impairment test, the Company determined that the consolidated business is represented byperforms either a singlequalitative or a quantitative analysis on a reporting unit and throughbasis. Through qualitative analysis, the Company concluded that it was more likely than not that the fair value of the reporting unit wasunits were greater than itstheir carrying amount.amounts. As a result, the two-step goodwill impairment test was not required, and no impairments of goodwill were recognized during the year ended December 31, 2017.2021.

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NOTE 610 - ACQUIRED INTANGIBLE ASSETS

During the years ended December 31, 2017 and 2016, the Company did not make any material acquisitions.


The following table presents the detail of acquired intangible assets as of the periods presented (in thousands):


Balance at December 31, 2021
Weighted Average Estimated Useful LifeCostAccumulated AmortizationNet
Technology assets5 years$164,977 $(65,619)$99,358 
Customer assets15 years128,316 (19,244)109,072 
Trade name9 years53,051 (14,169)38,882 
Other9 years13,743 (4,006)9,737 
Total$360,087 $(103,038)$257,049 
 Balance at December 31, 2017
Cost Accumulated Amortization Net
Patents$1,285
 $(559) $726
Technology Assets29,158
 (21,329) 7,829
Customer Assets10,319
 (4,540) 5,779
Total$40,762
 $(26,428) $14,334


Balance at December 31, 2020
Weighted Average Estimated Useful LifeCostAccumulated AmortizationNet
Technology assets5 years$119,508 $(43,084)$76,424 
Customer assets11 years58,556 (10,796)47,760 
Trade name6 years18,529 (8,031)10,498 
Other8 years5,733 (2,803)2,930 
Total$202,326 $(64,714)$137,612 

 Balance at December 31, 2016
Cost Accumulated Amortization Net
Patents$1,285
 $(454) $831
Technology Assets29,075
 (14,702) 14,373
Customer Assets7,745
 (3,657) 4,088
Total$38,105
 $(18,813) $19,292

The weighted average amortization periods for acquired patents, technology, and customerAll intangible assets are approximately 13 years, 4 years, and 9 years, respectively.amortized over their estimated useful lives.
Amortization expense associated with acquired
The changes to the carrying value of intangible assets was $7.6 million, $9.0 million, and $7.5 million for the years ended December 31, 2017, 2016, and 2015, respectively.were as follows (in thousands):

Year Ended December 31,
202120202019
Acquired intangible assets, net, beginning of the period$137,612 $69,079 $77,102 
Acquisitions159,100 85,960 14,559 
Amortization expense(40,522)(19,239)(15,000)
Sale of asset group— — (7,582)
Other adjustments859 1,812 — 
Acquired intangible assets, net, end of the period$257,049 $137,612 $69,079 
91





The total estimated annual future amortization expense of these intangible assets as of December 31, 2017,2021 is as follows (in thousands):
2022$42,908 
202341,657 
202438,679 
202531,852 
202618,201 
Thereafter83,752 
Total$257,049 

113
2018 $6,226
2019 3,442
2020 1,479
2021 846
2022 611
Thereafter1,730
Total$14,334



NOTE 711 - OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT)


Other Current Assets


The following table presents the detail of other current assets (in thousands):
December 31,
2021		December 31,
2020
Inventory, net$77,058 $61,129 
Restricted cash18,778 30,279 
Processing costs receivable228,914 148,606 
Prepaid expenses63,341 34,279 
Accounts receivable, net89,702 41,960 
Loans held for investment, net of allowance for loan losses (i)91,447 — 
Other118,189 66,814 
Total$687,429 $383,067 
 December 31,
2017		 December 31,
2016
Inventory, net$16,777
 $13,724
Processing costs receivable21,083
 10,049
Prepaid expenses14,473
 7,365
Accounts receivable, net8,606
 6,191
Deferred hardware costs7,931
 4,546
Deferred magstripe reader costs2,469
 3,911
Merchant cash advance receivable, net125
 4,212
Other14,990
 10,545
Total$86,454
 $60,543


(i) In April 2021, the Company began originating loans in the U.S. through its wholly-owned subsidiary bank, Square Financial Services, Inc., and discontinued a prior arrangement with an industrial bank partner. Refer to Note 6, Loans Held for Investment for further details.
92






Accrued Expenses and Other Current Liabilities

The following table presents the detail of accrued expenses (in thousands):
 December 31,
2017		 December 31,
2016
Accrued payroll$9,103
 $5,799
Accrued professional fees5,638
 5,788
Accrued advertising and other marketing6,723
 5,008
Processing costs payable10,145
 10,871
Accrued non income tax liabilities6,155
 3,562
Accrued hardware costs2,496
 3,148
Other accrued liabilities$12,020
 $5,367
Total$52,280
 $39,543

Other Current Liabilities
The following table presents the detail ofand other current liabilities (in thousands):
December 31,
2021		December 31,
2020
Accrued expenses$254,900 $126,710 
Accrued royalties53,616 — 
Accrued transaction losses (i)55,167 70,557 
Accounts payable82,173 47,089 
Deferred revenue, current48,462 44,908 
Current portion of long-term debt455 — 
Other144,536 71,586 
Total$639,309 $360,850 
 December 31,
2017		 December 31,
2016
Square Capital payable (i)
$7,671
 $4,907
Square Payroll payable (ii)
2,850
 4,769
Deferred revenue5,893
 5,407
Current portion of deferred rent3,311
 2,862
Accrued redemptions1,036
 1,628
Other7,606
 2,899
Total$28,367
 $22,472

(i)Square Capital payable represents unpaid amounts arising The Company is exposed to potential credit losses related to transactions processed by sellers that are subsequently subject to chargebacks when the Company is unable to collect from the purchase of loans or loan repayments collectedsellers primarily due to insolvency. Generally, the Company estimates the potential loss rates based on behalf of third parties.historical experience that is continuously adjusted for new information and incorporates, where applicable, reasonable and supportable forecasts about future expectations.

(ii) Square Payroll payable represents amounts received from Square Payroll product customers that will be utilized to settle the customers employee payroll and related obligations.



93
114






The reconciliation of the beginning and ending accrued transaction losses is as follows:
Year Ended December 31,
20212020
Accrued transaction losses, beginning of the year$70,557 $34,771 
Provision for transaction losses63,436 109,399 
Charge-offs to accrued transaction losses(78,826)(73,613)
Accrued transaction losses, end of the year$55,167 $70,557 

In addition to amounts reflected in the table above, the Company recognized additional provision for transaction losses that were realized and written-off within the same period. The Company recorded $338.6 million and $264.3 million for the year ended December 31, 2021, and 2020, respectively, for such losses.

NOTE 812 - OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT)


Other Non-Current Assets


The following table presents the detail of other non-current assets (in thousands):

December 31,
2021		December 31,
2020
Investment in non-marketable equity securities (i)$81,919 $32,510 
Investment in marketable equity security (ii)— 376,258 
Investment in bitcoin, net (iii)149,000 50,000 
Restricted cash71,702 13,526 
Other67,914 26,956 
Total$370,535 $499,250 

 December 31,
2017		 December 31,
2016
Investment in privately held entity (i)
$25,000
 $—
Deposits2,738
 1,775
Debt issuance costs788
 1,063
Deferred tax assets519
 306
Other2,305
 50
Total$31,350
 $3,194

(i)In August, 2017, Investment in non-marketable equity securities represents the Company's investments in equity of non-public entities. The Company also holds a non-marketable common stock warrant in a public entity. These investments are measured using the measurement alternative and are therefore carried at cost, less impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. Adjustments are recorded within other expense (income), net on the consolidated statement of operations. During the year ended December 31, 2021, the Company invested $25.0recorded a net loss of $12.4 million, in Eventbrite, a leader in event technology providing a platform that facilitates ticket sales, as well as promotion and managementrising from the revaluation of events. the non-marketable investments.

(ii) In conjunction withDecember 2020, upon DoorDash's initial public offering, the investment,shares of preferred stock held by the Company enteredconverted into an agreementClass A common stock of DoorDash. The investment was carried at fair value, with Eventbrite specifying terms under whichchanges in fair value being recorded within other income or expense on the consolidated statement of operations. During the year ended December 31, 2021, the Company would provide payment processing services to Eventbriterecorded a net gain of $44.4 million. In June 2021, the Company completed the sale of its remaining investment in DoorDash, which will have no further impact on the Company's results in future periods.

(iii) The Company invested $50.0 million and its customers for a five year term$170.0 million in bitcoin in the countries in whichfourth quarter of 2020 and the Company operates. This agreementfirst quarter of 2021, respectively. Bitcoin is accounted for as an indefinite lived intangible asset, and thus, is subject to automatic one year renewals thereafter unless terminated by either party. Eventbrite andimpairment losses if the Company have a common member on their respective boardsfair value of directors. bitcoin decreases below the carrying value during the assessed period. Impairment losses cannot be recovered for any subsequent increase in fair value until the sale of the asset.

115

The Company has not estimatedrecorded impairment losses of $71.1 million in the year ended December 31, 2021 due to the observed market price of bitcoin decreasing below the carrying value during the period. As of December 31, 2021, the fair value of the investment as it has determined that itin bitcoin was $371.0 million based on observable market prices which is not practicable to determine such fair$222.1 million in excess of the Company's carrying value and there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value.

of $149.0 million.
Other Non-Current Liabilities
The following table presents the detail of other non-current liabilities (in thousands):
December 31,
2021		December 31,
2020
Statutory liabilities (i)$133,020 $75,370 
Other (ii)89,826 9,921 
Total$222,846 $85,291 

 December 31,
2017		 December 31,
2016
Statutory liabilities (ii)
$40,768
 $29,497
Deferred rent20,349
 23,119
Deferred tax liabilities644
 476
Other7,777
 4,653
Total$69,538
 $57,745

(ii) (i) Statutory liabilities represent loss contingencies that may arise from the Company's interpretation and application of certain guidelines and rules issued by various federal, state, local, and foreign regulatory authorities.



(ii) Other non-current liabilities includes deferred purchase consideration associated with the acquisition of TIDAL.

NOTE 913 - INDEBTEDNESS


Revolving Credit Facility


In November 2015,May 2020, the Company entered into a revolving credit agreement with certain lenders, which extinguished the priorprovided a $500.0 million senior unsecured revolving credit facility (the "2020 Credit Facility") maturing in May 2023. On May 28, 2020, the Company amended the credit agreement for the 2020 Credit Facility (the "Credit Agreement") to permit the Company’s wholly owned subsidiary, Square Capital, LLC (“Square Capital”), to incur indebtedness in an aggregate principal amount of up to $500.0 million pursuant to the Paycheck Protection Program Liquidity Facility (“PPPLF”) authorized under the Federal Reserve Act of 1913. In connection with its convertible debt offerings in November 2020, the Company entered into a second amendment to the Credit Agreement on November 9, 2020 to permit convertible debt in an aggregate principal amount not to exceed $3.6 billion. On January, 28, 2021, the Company entered into a third amendment to the Credit Agreement to increase the amount of indebtedness that Square Capital is permitted to incur pursuant to the PPPLF from an aggregate principal amount of up to $500.0 million to an aggregate principal amount of up to $1.0 billion. On May 25, 2021, the Company entered into a fourth amendment to the Credit Agreement to, among other things, extend the maturity date of the loans advanced to May 1, 2024. The Credit Agreement also contains a financial covenant that requires the Company to maintain a quarterly minimum liquidity amount (consisting of the sum of Unrestricted cash and providedCash Equivalents plus Marketable Securities, each as defined in the Credit Agreement) of at least $250.0 million, tested on a quarterly basis. The Company is obligated to pay customary fees for a $375.0 million revolving secured credit facility maturingof this size and type including a commitment fee of 0.15% per annum on the undrawn portion available under the 2020 Credit Facility. To date no funds have been drawn and no letters of credit have been issued under the 2020 Credit Facility. As of December 31, 2021, $500.0 million remained available for draw. The Company incurred $0.8 million and $0.7 million in November 2020. This revolving credit agreement is secured by certain tangiblecommitment fees during the years ended December 31, 2021 and intangible assets.2020, respectively. As of December 31, 2021, the Company was in compliance with all financial covenants associated with the 2020 Credit Facility.


Loans under the credit facility2020 Credit Facility bear interest at the Company’sCompany's option of (i) a base rate based on the highest of the prime rate, the federal funds rate plus 0.50%, and anthe adjusted LIBOR rate for a one-month interest periodplus 1.00%, in each case, plus a margin ranging from 0.00%0.25% to 1.00%,0.75% or (ii) an adjusted LIBOR rate plus a margin ranging from 1.00%1.25% to 2.00%1.75%. ThisThe Credit Agreement includes provisions allowing the Company to replace or update LIBOR with a replacement rate. The margin is

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determined based on the Company’s total leverage ratio, as defined in the Credit Agreement. The Credit Agreement also contains customary affirmative and negative covenants typical for a financing of this type that, among other things, restricts the preceding four fiscal quarters.Company and certain of its subsidiaries’ ability to incur additional indebtedness, create liens, merge or consolidate or make certain dispositions, pay dividends and make distributions, enter into restrictive agreements, enter into agreements with affiliates, and make certain investments and acquisitions.
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Paycheck Protection Program Liquidity Facility
On June 2, 2020, Square Capital was approved to borrow under the PPPLF with the Federal Reserve Bank of San Francisco (“First PPPLF Agreement”), at an annual interest rate of 0.35%. The PPPLF extends credit to eligible financial institutions that have originated or purchased PPP loans. Advances under the PPPLF are non-recourse and are secured by a pledge of PPP loans held by Square Capital. The maturity date of any PPPLF loan will be the maturity date of the PPP loans pledged to secure such PPPLF loan. The maturity date of any PPPLF loan will be accelerated on and to the extent of (i) the date of any loan forgiveness reimbursement by the SBA for any PPP loan securing such PPPLF loan; or (ii) the date of purchase by the SBA from Square Capital of any PPP loan securing such PPPLF loan to realize on the SBA’s guarantee of such PPP loan. The maturity date of all PPPLF loans shall be accelerated upon the occurrence of certain events of default by Square Capital, including but not limited to the failure to comply with a requirement of the PPPLF agreement or any representation, warranty, or covenant of Square Capital under the PPPLF agreement being inaccurate on or as of the date it is deemed to be made or on any date on which an PPPLF loan remains outstanding. The Company is obligatedcan also at its option prepay the advances in full or in part without penalty. Square Capital also shall prepay PPPLF loans so that the amount of any PPPLF loans outstanding does not exceed the outstanding amount of PPP loans pledged to pay other customary fees forsecure such PPPLF loans.

On January 29, 2021, Square Capital entered into a second PPPLF agreement with the Federal Reserve Bank of San Francisco (“Second PPPLF Agreement”) to secure additional credit facilitycollateralized by loans from the subsequent rounds of this size and type includingthe PPP program in an annual administrative agent feeaggregate principal amount of $0.1 million and an unused commitment fee of 0.15%. To date no funds have been drawnup to $1.0 billion under the credit facility, with $375.0 million remaining available. The Company paid $0.6 million in unused commitment fees for both the years ended December 31, 2017 and 2016.PPPLF agreements. As of December 31, 2017,2021, $497.5 million of PPPLF advances were outstanding and are, generally, collateralized by the same value of PPP loans. Any differences between the amounts are generally due to the timing of PPP loan repayment or forgiveness, and repayment of PPPLF advances.

Senior Unsecured Notes due in 2026 and 2031

On May 20, 2021, the Company wasissued an aggregate principal amount of $2.0 billion senior unsecured notes comprised of $1.0 billion of senior unsecured notes due 2026 ("2026 Senior Notes") and $1.0 billion senior unsecured notes due 2031 ("2031 Senior Notes" and, together with the 2026 Senior Notes, the “Senior Notes”). The 2026 Senior Notes mature on June 1, 2026, unless earlier redeemed or repurchased, and bear interest a rate of 2.75% payable semi-annually on June 1 and December 1 of each year. The 2031 Senior Notes mature on June 1, 2031, unless earlier redeemed or repurchased, and bear interest at a rate of 3.50% payable semi-annually on June 1 and December 1 of each year. The Senior Notes are subject to optional redemption provisions. At any time prior to May 1, 2026, in compliance withthe case of the 2026 Senior Notes, and March 1, 2031, in the case of the 2031 Senior Notes, the Company may redeem the applicable series in whole or part at a price equal to 100% of the principal amount of the notes to be redeemed plus an applicable premium and accrued and unpaid interest, if any, to but excluding the redemption date. The applicable premium for any note is the greater of: (1) 1.0% of the principal amount of such note, and (2) the excess, if any, of (a) the present value at the redemption date of all financial covenants associated with this credit facility.scheduled payments of interest plus principal on such note (excluding accrued but unpaid interest, if any, to, but excluding, the redemption date) computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points, over (b) the principal amount of such note. At any time on or after May 1, 2026, in the case of the 2026 Senior Notes, and March 1, 2031, in the case of the 2031 Senior Notes, the Company may redeem the notes of the applicable series in whole or part at a price of 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, to but excluding the redemption date. If the Company experiences a change of control triggering event (as defined in the applicable indenture governing the applicable Senior Notes), the Company must offer to repurchase each series of Senior Notes at a repurchase price equal to 101% of the principal amount of the applicable notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. In the event of default, the trustee or holders of at least 25% in aggregate principal amount of the applicable series of outstanding Senior Notes under the applicable indenture may declare all of the notes of the applicable series to be due and immediately payable. If the event of default is the result of specified events of bankruptcy, insolvency or reorganization, all of the notes of the applicable series will become due without any declaration or action by the trustee or holders. If there is a default in the payment of interest, the Company shall pay the defaulted interest plus, to the extent lawful, interest payable on the defaulted interest at the rate provided in the Senior Notes.


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Debt issuance costs related     to the 2026 Senior Notes and 2031 Senior Notes were comprised of discounts and commissions payable to the initial purchasers of $22.5 million and third party offering costs of $5.7 million. Issuance costs are amortized to interest expense using the effective interest method at an effective interest rate of 3.06% and 3.69% for each of the respective terms of the 2026 Senior Notes and 2031 Senior Notes, respectively.

Convertible Senior Notes due in 2026 and 2027


On November 13, 2020, the Company issued an aggregate principal amount of $1.15 billion of convertible senior notes comprised of $575.0 million of convertible senior notes due 2026 ("2026 Convertible Notes") and $575.0 million of convertible senior notes due 2027 ("2027 Convertible Notes"). The 2026 Convertible Notes mature on May 1, 2026, unless earlier converted or repurchased, and bears a zero rate of interest. The 2027 Convertible Notes mature on November 1, 2027, unless earlier converted or repurchased, and bear interest at a rate of 0.25% payable semi-annually on May 1 and November 1 of each year. Both the 2026 Convertible Notes and 2027 Convertible Notes are convertible at an initial conversion rate of 3.3430 shares of the Company's Class A common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $299.13 per share of Class A common stock. Holders may convert their relevant series of notes at any time prior to the close of business on the business day immediately preceding February 1, 2026 and August 1, 2027 for the 2026 Convertible Notes and 2027 Convertible Notes, respectively, only under the following circumstances: (1) during any calendar quarter, commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the 5 business day period after any 5 consecutive trading day period (the "measurement period") in which the trading price (as defined in the indenture governing the 2026 Convertible Notes and 2027 Convertible Notes) per $1,000 principal amount of 2026 Convertible Notes and 2027 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the 2026 Convertible Notes and 2027 Convertible Notes for redemption, such relevant series of notes called for redemption may be converted at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change (as defined in the indenture governing the 2026 Convertible Notes and 2027 Convertible Notes) or a transaction resulting in the Company’s Class A common stock converting into other securities or property or assets. In addition, upon occurrence of the specified corporate events prior to the maturity date, the Company would increase the conversion rate for a holder who elects to convert their relevant series of notes in connection with such an event in certain circumstances. On or after February 1, 2026 in the case of the 2026 Convertible Notes, and on or after August 1, 2027 in the case of the 2027 Convertible Notes, up until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder of the relevant series of notes may convert all or any portion of its 2026 Convertible Notes or 2027 Convertible Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at the Company’s election. The circumstances required to allow the holders to convert their 2026 Convertible Notes and 2027 Convertible Notes were not met during the year ended December 31, 2021. On or after November 5, 2023 for the 2026 Convertible Notes, and on or after November 5, 2024 for the 2027 Convertible Notes, the Company may redeem all or a portion of each series of convertible notes for cash at its option, if the last reported sale price of the Company's Class A common stock has been at least 130% of the conversion price for the relevant series of notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2026 Convertible Notes and 2027 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

In accounting for the issuance of the 2026 Convertible Notes and 2027 Convertible Notes, prior to the adoption of ASU No. 2020-06, the Company separated the relevant series of convertible notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $198.0 million and was determined by deducting the fair value of the liability component from the par value of the 2026 Convertible Notes and the 2027 Convertible Notes. The equity component was not re-measured as long as it continued to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount ("debt discount") was amortized to interest expense at an effective interest rate of 3.35% and 3.66% for the 2026 Convertible Notes and 2027 Convertible Notes, respectively. Upon adoption of ASU No. 2020-06 on January 1, 2021, the
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Company reversed the separation of the debt and equity components and accounted for the Notes wholly as debt. The Company also reversed the amortization of the debt discount, with a cumulative adjustment to retained earnings on the adoption date.

Debt issuance costs related to the 2026 Convertible Notes and 2027 Convertible Notes were comprised of discounts and commissions payable to the initial purchasers of $17.5 million and third party offering costs of $1.0 million. Prior to the adoption of ASU No. 2020-06, the Company allocated the total amount incurred to the liability and equity components of the 2026 Convertible Notes and 2027 Convertible Notes based on their relative values. Issuance costs attributable to the liability component were $15.4 million and were amortized to interest expense using the effective interest method. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the allocation of the issuance costs to the equity component and accounted for the entire amount as debt issuance cost that will be amortized as interest expense at an effective interest rate of 0.49% and 0.30% for each of the respective terms of the 2026 Convertible Notes and 2027 Convertible Notes, respectively, with a cumulative adjustment to retained earnings on the adoption date.

Upon adoption of ASU No. 2020-06, the difference between the estimated fair value and the carrying value upon conversion is accounted for as a reduction to the related debt issuance costs, with the remainder recognized as additional paid in capital to reflect the par value of the shares issued. As of December 31, 2021, there has been no principal converted on either the 2026 Convertible Notes or 2027 Convertible Notes.

As of December 31, 2021, the if-converted value of the 2026 Convertible Notes and 2027 Convertible Notes did not exceed the outstanding principal amount.
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Convertible Notes due in 2025

On March 5, 2020, the Company issued an aggregate principal amount of $1.0 billion of convertible senior notes ("2025 Convertible Notes"). The 2025 Convertible Notes mature on March 1, 2025, unless earlier converted or repurchased, and bear interest at a rate of 0.1250% payable semi-annually on March 1 and September 1 of each year. The 2025 Convertible Notes are convertible at an initial conversion rate of 8.2641 shares of the Company's Class A common stock per $1,000 principal amount of 2025 Convertible Notes, which is equivalent to an initial conversion price of approximately $121.01 per share of Class A common stock. Holders may convert their 2025 Convertible Notes at any time prior to the close of business on the business day immediately preceding December 1, 2024 only under the following circumstances: (1) during any calendar quarter, commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the 5 business day period after any 5 consecutive trading day period (the "measurement period") in which the trading price (as defined in the indenture governing the 2025 Convertible Notes) per $1,000 principal amount of 2025 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the 2025 Convertible Notes for redemption, such 2025 Convertible Notes called for redemption may be converted at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change (as defined in the indenture governing the 2025 Convertible Notes) or a transaction resulting in the Company’s Class A common stock converting into other securities or property or assets. In addition, upon occurrence of the specified corporate events prior to the maturity date, the Company would increase the conversion rate for a holder who elects to convert their 2025 Convertible Notes in connection with such an event in certain circumstances. On or after December 1, 2024, up until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2025 Convertible Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at the Company’s election. The Company may redeem for cash all or any part of the 2025 Convertible Notes, at its option, on or after March 5, 2023, if the last reported sale price of the Company's Class A common stock has been at least 130% of the conversion price for the 2025 Convertible Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2025 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The circumstances to allow the holders to convert their 2025 Convertible Notes were met in the first quarter of 2021.

In accounting for the issuance of the 2025 Convertible Notes, prior to the adoption of ASU No. 2020-06, the Company separated the 2025 Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $154.6 million and was determined by deducting the fair value of the liability component from the par value of the 2025 Convertible Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount ("debt discount") is amortized to interest expense over the term of the 2025 Convertible Notes at an effective interest rate of 3.81% over the contractual terms of the 2025 Convertible Notes. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the separation of the debt and equity components and accounted for the 2025 Convertible Notes wholly as debt. The Company also reversed the amortization of the debt discount, with a cumulative adjustment to retained earnings on the adoption date.

Debt issuance costs related to the 2025 Convertible Notes were comprised of discounts and commissions payable to the initial purchasers of $14.3 million and third party offering costs of $0.9 million. Prior to the adoption of ASU No. 2020-06, the Company allocated the total amount incurred to the liability and equity components of the 2025 Convertible Notes based on their relative values. Issuance costs attributable to the liability component were $12.8 million and will be amortized to interest expense using the effective interest method over the contractual term. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the allocation of the issuance costs to the equity component and accounted for the
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entire amount as debt issuance cost that will be amortized as interest expense over the remaining term at an effective interest rate of 0.43% for the 2025 Convertible Notes with a cumulative adjustment to retained earnings on the adoption date.

Upon adoption of ASU No. 2020-06, the difference between the estimated fair value and the carrying value upon conversion is accounted for as a reduction to the related debt issuance costs, with the remainder recognized as additional paid in capital to reflect the par value of the shares issued. As of December 31, 2021, there has been no principal converted on the 2025 Convertible Notes.

As of December 31, 2021, the if-converted value of the 2025 Convertible Notes exceeded the outstanding principal amount by $334.7 million.

Convertible Notes due in 2023

On May 25, 2018, the Company issued an aggregate principal amount of $862.5 million of convertible senior notes ("2023 Convertible Notes"). The 2023 Convertible Notes mature on May 15, 2023, unless earlier converted or repurchased, and bear interest at a rate of 0.50% payable semi-annually on May 15 and November 15 of each year. The 2023 Convertible Notes are convertible at an initial conversion rate of 12.8456 shares of the Company's Class A common stock per $1,000 principal amount of 2023 Convertible Notes, which is equivalent to an initial conversion price of approximately $77.85 per share of Class A common stock. Holders may convert their 2023 Convertible Notes at any time prior to the close of business on the business day immediately preceding February 15, 2023 only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the 5 business day period after any 5 consecutive trading day period (the "measurement period") in which the trading price (as defined in the indenture governing the 2023 Convertible Notes) per $1,000 principal amount of 2023 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change (as defined in the indenture governing the 2023 Convertible Notes) or a transaction resulting in the Company’s Class A common stock converting into other securities or property or assets. On or after February 15, 2023, up until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2023 Convertible Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at the Company’s election. The circumstances to allow the holders to convert their 2023 Convertible Notes were met in the fourth quarter of 2020 and continued to be met through December 31, 2021. As of December 31, 2021, certain holders of the 2023 Convertible Notes have converted an aggregate principal amount of $401.9 million of their 2023 Convertible Notes, all of which was converted during the twelve months ended December 31, 2021. The Company has settled the conversions through the issuance of 5.2 million shares of the Company's Class A common stock.

In accounting for the issuance of the 2023 Convertible Notes, prior to the adoption of ASU No. 2020-06, the Company separated the 2023 Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $155.3 million and was determined by deducting the fair value of the liability component from the par value of the 2023 Convertible Notes. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount ("debt discount") is amortized to interest expense over the term of the 2023 Convertible Notes at an effective interest rate of 4.69% over the contractual terms of the 2023 Convertible Notes. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the separation of the debt and equity components and accounted for the 2023 Convertible Notes wholly as debt. The Company also reversed the amortization of the debt discount, with a cumulative adjustment to retained earnings on the adoption date.

Debt issuance costs related to the 2023 Convertible Notes comprised of discounts and commissions payable to the initial purchasers of $6.0 million and third party offering costs of $0.8 million. Prior to the adoption of ASU No. 2020-06, the Company allocated the total amount incurred to the liability and equity components of the 2023 Convertible Notes based on their relative values. Issuance costs attributable to the liability component were $5.6 million and will be amortized to interest expense using the effective interest method over the contractual term. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. Upon adoption of ASU No. 2020-06 on January 1, 2021, the
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Company reversed the allocation of the issuance costs to the equity component and accounted for the entire amount as debt issuance cost that will be amortized as interest expense over the remaining term at an effective interest rate of 0.66% for the 2023 Convertible Notes with a cumulative adjustment to retained earnings on the adoption date.

Upon adoption of ASU No. 2020-06, the difference between the estimated fair value and the carrying value upon conversion is accounted for as a reduction to the related debt issuance costs, with the remainder recognized as additional paid in capital to reflect the par value of the shares issued.

As of December 31, 2021, the if-converted value of the 2023 Convertible Notes exceeded the outstanding principal amount by $495.0 million.

Convertible Notes due in 2022

On March 6, 2017, the Company issued an aggregate principal amount of $400.0$440.0 million of convertible senior notes (Notes) and an additional 10% or $40.0 million pursuant to the exercise in full of the option to the initial purchasers to cover over-allotments.("2022 Convertible Notes"). The 2022 Convertible Notes mature on March 1, 2022, unless earlier converted or repurchased, and bear interest at a rate of 0.375% payable semi-annually on March 1 and September 1 of each year. The 2022 Convertible Notes are convertible at an initial conversion rate of 43.5749 shares of the Company's Class A common stock per $1,000 principal amount of 2022 Convertible Notes, which is equivalent to an initial conversion price of approximately $22.95 per share of Class A common stock. Holders may convert their 2022 Convertible Notes at any time prior to the close of business on the business day immediately preceding December 1, 2021 only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five5 business day period after any five5 consecutive trading day period (the measurement period)"measurement period") in which the trading price (as defined in the indenture governing the 2022 Convertible Notes) per $1,000 principal amount of 2022 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change (as defined in the indenture governing the 2022 Convertible Notes) or a transaction resulting in the Company’s Class A common stock converting into other securities or property or assets. On or after December 1, 2021, up until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2022 Convertible Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at the Company’s election. It is the Company’s current intent and policy to settle conversions through combination settlement with a specified dollar amount of $1,000 per $1,000 principal amount of Notes. The circumstances required to allow the holders to convert their 2022 Convertible Notes were met asin the fourth quarter of January 1, 2018.2017 and continued to be met through December 31, 2021. As of February 27, 2018, noDecember 31, 2021, certain holders of the 2022 Convertible Notes have converted an aggregate principal amount of $439.5 million of their Notes.2022 Convertible Notes, of which $8.1 million was converted during the twelve months ended December 31, 2021. The Company has settled the conversions through a combination of $219.4 million in cash and issuance of 16.5 million shares of the Company's Class A common stock. The conversions during the twelve months ended December 31, 2021 were settled entirely in shares of the Company's Class A common stock.


In accounting for the issuance of the 2022 Convertible Notes, prior to the adoption of ASU No. 2020-06, the Company separated the 2022 Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $86.2 million and was determined by deducting the fair value of the liability component from the par value of the 2022 Convertible Notes. The equity component is not remeasuredre-measured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount ("debt discount")discount is amortized to interest expense over the term of the 2022 Convertible Notes at an effective interest rate of 5.34% over the contractual terms of the 2022 Convertible Notes. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the separation of the debt and equity components and accounted for the 2022 Convertible Notes wholly as debt. The Company also reversed the amortization of the debt discount, with a cumulative adjustment to retained earnings on the adoption date.


Debt issuance costs related to the 2022 Convertible Notes comprised of discounts and commissions payable to the initial purchasers of $11.0 million and third party offering costs of $0.8 million. ThePrior to the adoption of ASU No. 2020-06, the Company allocated the total amount incurred to the liability and equity components of the 2022 Convertible Notes based on their relative values. Issuance costs attributable to the liability component were $9.4 million and will be amortized to
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interest expense using the effective interest method over the contractual term. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the allocation of the issuance costs to the equity component and accounted for the entire amount as debt issuance cost that will be amortized as interest expense over the remaining term at an effective interest rate of 0.93% for the 2022 Convertible Notes with a cumulative adjustment to retained earnings on the adoption date.


Prior to the adoption of ASU No. 2020-06, the debt component associated with the 2022 Convertible Notes that were converted was accounted for as an extinguishment of debt, with the Company recording loss on extinguishment as the difference between the estimated fair value and the carrying value of such 2022 Convertible Notes. The equity component associated with the 2022 Convertible Notes that were converted was accounted for as a reacquisition of equity upon the conversion of such 2022 Convertible Notes. Upon adoption of ASU No. 2020-06, the difference between the estimated fair value and the carrying value upon conversion is accounted for as a reduction to the related debt issuance costs, with the remainder recognized as additional paid in capital to reflect the par value of the shares issued. There no longer is a gain or loss on extinguishment of debt recognized upon conversion, as the debt is settled in equity.

As of December 31, 2021, the if-converted value of the 2022 Convertible Notes exceeded the outstanding principal amount by $2.7 million.
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The Notes consistednet carrying amount of the followingNotes were as follows (in thousands):
Principal outstandingUnamortized debt issuance costsNet carrying value
December 31, 2021
2031 Senior Notes$1,000,000 $(13,226)$986,774 
2026 Senior Notes1,000,000 (12,374)987,626 
2027 Convertible Notes575,000 (7,792)567,208 
2026 Convertible Notes575,000 (7,379)567,621 
2025 Convertible Notes1,000,000 (9,639)990,361 
2023 Convertible Notes460,630 (1,012)459,618 
2022 Convertible Notes455 — 455 
Total$4,611,085 $(51,422)$4,559,663 

 December 31, 2017
Principal$440,000
Less: unamortized debt discount(73,384)
Less: unamortized debt issuance costs(8,044)
Net carrying amount$358,572
As discussed above, upon the adoption of ASU No. 2020-06, the Company reversed the separation of the debt and equity components of the Convertible Notes, and accounted for the Convertible Notes wholly as debt. Additionally, the issuance costs of the Notes were accounted for as debt issuance costs in its entirety. Refer to Note 1, Description of Business and Summary of Significant Accounting Policies for further detailson the impact of adoption.

Principal outstandingUnamortized debt discountUnamortized debt issuance costsNet carrying value
December 31, 2020
2027 Convertible Notes$575,000 $(109,134)$(7,370)$458,496 
2026 Convertible Notes575,000 (85,085)(7,711)482,204 
2025 Convertible Notes1,000,000 (130,335)(11,333)858,332 
2023 Convertible Notes862,500 (79,980)(2,474)780,046 
2022 Convertible Notes8,545 (629)(70)7,846 
Total$3,021,045 $(405,163)$(28,958)$2,586,924 

     

95





The net carrying amount of the equity component of the Convertible Notes wasas of December 31, 2020 were as follows (in thousands):

Amount allocated to conversion optionLess: allocated issuance costsEquity component, net
December 31, 2020
2027 Convertible Notes$111,000 $(1,793)$109,207 
2026 Convertible Notes87,000 (1,405)85,595 
2025 Convertible Notes154,600 (2,342)152,258 
2023 Convertible Notes155,250 (1,231)154,019 
2022 Convertible Notes1,674 (45)1,629 
Total$509,524 $(6,816)$502,708 


124
 December 31, 2017
Debt discount related to value of conversion option$86,203
Less: allocated debt issuance costs(2,302)
Equity component, net$83,901



The Company recognized interest expense on the Notes as follows (in thousands, except for percentages):

Year Ended December 31,
202120202019
Contractual interest expense$44,141 $6,078 $5,108 
Amortization of debt discount and issuance costs (i)9,823 67,979 39,139 
Total$53,964 $74,057 $44,247 

Year Ended December 31,
2017
Contractual interest expense based on 0.375% per annum1,351
Amortization of debt discount and issuance costs14,223
Total15,574
Effective interest rate of the liability component5.34%
(i) Upon adoption of ASU No. 2020-06, the debt discount associated with the equity component on convertible debt outstanding was reversed which resulted in a decrease in the amount of non-cash interest expense to be recognized going forward.


Prior to the adoption of ASU No. 2020-06, the effective interest rate for the 2027 Convertible Notes, 2026 Convertible Notes, 2025 Convertible Notes, 2023 Convertible Notes, and 2022 Convertible Notes was 3.66%, 3.35%, 3.81%, 4.69% and 5.34%, respectively. After the adoption of ASU No. 2020-06, the effective interest rates for the 2027 Convertible Notes, 2026 Convertible Notes, 2025 Convertible Notes, 2023 Convertible Notes, and 2022 Convertible Notes are 0.30%, 0.49%, 0.43%, 0.66%, and 0.93%, respectively.

Convertible Note Hedge and Warrant Transactions


In connection with the offering of the 2027 Convertible Notes, the Company entered into convertible note hedge transactions ("2027 convertible note hedges") with certain financial institutions (Counterparties)institution counterparties ("2027 Convertible Notes Counterparties") whereby the Company has the option to purchase a total of approximately 1.92 million shares of its Class A common stock at a price of approximately $299.13 per share. The total cost of the 2027 convertible note hedge transactions was $104.3 million. In addition, the Company sold warrants ("2027 warrants") to the 2027 Convertible Notes Counterparties whereby the 2027 Convertible Notes Counterparties have the option to purchase a total of 1.92 million shares of the Company’s Class A common stock at a price of approximately $414.18 per share for the 2027 warrants. The Company received $68.0 million in cash proceeds from the sale of the 2027 warrants. Taken together, the purchase of the 2027 convertible note hedges and sale of the 2027 warrants are intended to reduce dilution from the conversion of the 2027 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2027 Convertible Notes, as the case may be, and to effectively increase the overall conversion price from approximately $299.13 per share to approximately $414.18 per share for the 2027 warrants. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the 2027 convertible note hedges and 2027 warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not re-measured each reporting period. The net costs incurred in connection with the 2027 convertible note hedges and 2027 warrant transactions were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets.

In connection with the offering of the 2026 Convertible Notes, the Company entered into convertible note hedge transactions ("2026 convertible note hedges") with certain financial institution counterparties ("2026 Convertible Notes Counterparties") whereby the Company has the option to purchase a total of approximately 1.92 million shares of its Class A common stock at a price of approximately $299.13 per share. The total cost of the 2026 convertible note hedges was $84.6 million. In addition, the Company sold warrants ("2026 warrants") to the 2026 Convertible Notes Counterparties whereby the 2026 Convertible Notes Counterparties have the option to purchase a total of 1.92 million shares of the Company’s Class A common stock at a price of approximately $368.16 per share for the 2026 warrants. The Company received $64.6 million in cash proceeds from the sale of the 2026 warrants. Taken together, the purchase of the 2026 convertible note hedges and sale of the 2026 warrants are intended to reduce dilution from the conversion of the 2026 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2026 Convertible Notes, as the case may be, and to effectively increase the overall conversion price from approximately $299.13 per share to approximately $368.16 per share for the 2026 warrants. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the 2026 convertible note hedges and 2026 warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the 2026 convertible note hedges and 2026 warrants were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets.

125

In connection with the offering of the 2025 Convertible Notes, the Company entered into convertible note hedge transactions ("2025 convertible note hedges") with certain financial institution counterparties ("2025 Convertible Notes Counterparties") whereby the Company has the option to purchase a total of approximately 8.26 million shares of its Class A common stock at a price of approximately $121.01 per share. The total cost of the 2025 convertible note hedges was $149.2 million. In addition, the Company sold warrants ("2025 warrants") to the 2025 Convertible Notes Counterparties whereby the 2025 Convertible Notes Counterparties have the option to purchase a total of 8.26 million shares of the Company’s Class A common stock at a price of approximately $161.34 per share. The Company received $99.5 million in cash proceeds from the sale of the 2025 warrants. Taken together, the purchase of the 2025 convertible note hedges and sale of the 2025 warrants are intended to reduce dilution from the conversion of the 2025 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2025 Convertible Notes, as the case may be, and to effectively increase the overall conversion price from approximately $121.01 per share to approximately $161.34 per share. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the 2025 convertible note hedges and 2025 warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the 2025 convertible note hedges and 2025 warrants were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets.

In connection with the offering of the 2023 Convertible Notes, the Company entered into convertible note hedge transactions ("2023 convertible note hedges") with certain financial institution counterparties ("2018 Counterparties") whereby the Company has the option to purchase a total of approximately 11.1 million shares of its Class A common stock at a price of approximately $77.85 per share. The total cost of the 2023 convertible note hedges was $172.6 million. In addition, the Company sold warrants ("2023 warrants") to the 2018 Counterparties whereby the 2018 Counterparties have the option to purchase a total of 11.1 million shares of the Company’s Class A common stock at a price of approximately $109.26 per share. The Company received $112.1 million in cash proceeds from the sale of the 2023 warrants. Taken together, the purchase of the 2023 convertible note hedges and sale of the 2023 warrants are intended to reduce dilution from the conversion of the 2023 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2023 Convertible Notes, as the case may be, and to effectively increase the overall conversion price from approximately $77.85 per share to approximately $109.26 per share. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the 2023 convertible note hedges and 2023 warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the 2023 convertible note hedges and 2023 warrants were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets. The Company also exercised a pro-rata portion of the 2023 convertible note hedges to offset the shares of the Company's Class A common stock issued to settle the conversion of the 2023 Convertible Notes. The Company has received 2.0 million shares of the Company's Class A common stock from the 2018 Counterparties, all of which was received in the twelve months ended December 31, 2021

In connection with the offering of the 2022 Convertible Notes, the Company entered into convertible note hedge transactions ("2022 convertible note hedges") with certain financial institution counterparties ("2017 Counterparties") whereby the Company has the option to purchase a total of approximately 19.2 million shares of its Class A common stock at a price of approximately $22.95 per share. The total cost of the 2022 convertible note hedge transactions was approximately $92.1 million. In addition, the Company sold warrants ("2022 warrants") to the 2017 Counterparties whereby the 2017 Counterparties have the option to purchase a total of approximately 19.2 million shares of the Company’s Class A common stock at a price of approximately $31.18 per share. The Company received approximately $57.2 million in cash proceeds from the sale of thesethe 2022 warrants. Taken together, the purchase of the 2022 convertible note hedges and sale of the 2022 warrants are intended to reduce dilution from the conversion of the 2022 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2022 Convertible Notes, as the case may be, and to effectively increase the overall conversion price from approximately $22.95 per share to approximately $31.18 per share. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the 2022 convertible note hedges and 2022 warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the 2022 convertible note hedgehedges and warrant transactions2022 warrants were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets. The Company has exercised a pro-rata portion of the 2022 convertible note hedges to offset the shares of the Company's Class A common stock issued to settle the conversion of the 2022 Convertible Notes discussed above. The 2022 convertible note hedges were net share settled, and as of December 31, 2021, the Company has received 14.9 million shares of the Company's Class A common stock from the 2017 Counterparties, of which 5.5 million was received in the twelve months ended December 31, 2021.

126


NOTE 10 - ACCRUED TRANSACTION LOSSES
The Company is exposed to transaction losses due to chargebacks as a result of fraud or uncollectibility.
The following table summarizes the activities of the Company’s reserve for transaction losses (in thousands):
 Year Ended December 31,
 2017 2016 2015
Accrued transaction losses, beginning of the year$20,064
 $17,176
 $8,452
Provision for transaction losses52,977
 50,819
 43,379
Charge-offs to accrued transaction losses(46,148) (47,931) (34,655)
Accrued transaction losses, end of the year$26,893
 $20,064
 $17,176


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NOTE 1114 - INCOME TAXES
The domestic and foreign components of lossincome (loss) before income taxes are as follows (in thousands):
Year Ended December 31,
202120202019
Domestic$417,356 $369,016 $456,335 
Foreign(259,894)(153,049)(78,122)
Income before income taxes$157,462 $215,967 $378,213 

 Year Ended December 31,
2017 2016 2015
Domestic$(10,900) $(145,499) $(157,229)
Foreign(51,764) (24,174) (18,842)
Loss before income taxes$(62,664) $(169,673) $(176,071)
The components of the provision for income taxes are as follows (in thousands):
Year Ended December 31,
202120202019
Current:
Federal$201 $— $114 
State3,186 4,016 930 
Foreign5,684 6,862 3,099 
Total current provision for income taxes9,071 10,878 4,143 
Deferred:
Federal(1,463)(970)(777)
State(524)(231)(399)
Foreign(8,448)(6,815)(200)
Total deferred provision for income taxes(10,435)(8,016)(1,376)
Total provision (benefit) for income taxes$(1,364)$2,862 $2,767 

 Year Ended December 31,
2017 2016 2015
Current:     
Federal$(1,192) $63
 $1,662
State739
 527
 836
Foreign1,987
 1,269
 1,222
Total current provision for income taxes1,534
 1,859
 3,720
Deferred:     
Federal(1,169) 173
 67
State57
 18
 11
Foreign(273) (133) (52)
Total deferred provision for income taxes(1,385) 58
 26
Total provision for income taxes$149
 $1,917
 $3,746
The following is a reconciliation of the statutory federal income tax rate to the Company's effective tax rate:
Balance at December 31,
202120202019
Tax at federal statutory rate21.0 %21.0 %21.0 %
State taxes, net of federal benefit0.6 0.3 0.1 
Foreign rate differential10.4 4.0 1.4 
Other non-deductible expenses5.4 2.7 0.5 
Credits(83.9)(34.6)(13.9)
Other items1.6 2.2 (0.5)
Change in valuation allowance290.4 153.9 34.9 
Share-based compensation(275.0)(155.4)(45.8)
Change in uncertain tax positions5.0 2.3 0.5 
Sale of Caviar business line— — 1.2 
Non-deductible executive compensation5.9 3.6 0.6 
Non-deductible acquisition-related costs5.9 1.3 0.7 
Intercompany transactions3.8 — — 
Cancellation of debt income8.0 — — 
Total(0.9)%1.3 %0.7 %
127
 Balance at December 31,
2017 2016 2015
Tax at federal statutory rate34.0 % 34.0 % 34.0 %
State taxes, net of federal benefit(0.4) (0.1) (0.2)
Foreign rate differential(14.9) (2.4) (1.8)
Nondeductible expenses(1.0) (0.9) (1.1)
Credits41.5
 8.5
 8.2
Other items(1.2) 0.2
 0.1
Change in valuation allowance(119.5) (37.4) (38.6)
Impact of U.S. tax reform(209.1) —
 —
Share-based compensation (i)
243.5
 (2.4) (2.2)
Change in uncertain tax positions(2.4) (0.6) (0.5)
Termination of warrant29.3
 —
 —
Total(0.2)% (1.1)% (2.1)%
(i) Starting in 2017, excess tax benefits from share-based award activity are reflected in the provision for income taxes.

97






The tax effects of temporary differences and related deferred tax assets and liabilities are as follows (in thousands):
Balance at December 31,
20212020
Deferred tax assets:
Capitalized costs$12,409 $17,994 
Accrued expenses62,707 47,653 
Net operating loss carryforwards1,276,561 962,069 
Tax credit carryforwards378,682 254,789 
Share-based compensation50,431 40,784 
Deferred interest34,475 13,800 
Other7,740 — 
Operating lease liability111,099 107,542 
Cryptocurrency investment17,600 — 
Deferred consideration11,266 — 
Convertible notes70,316 277 
Total deferred tax assets2,033,286 1,444,908 
Valuation allowance(1,887,111)(1,238,010)
Total deferred tax assets, net of valuation allowance146,175 206,898 
Deferred tax liabilities:
Property, equipment and intangible assets(31,775)(12,784)
Indefinite-lived intangibles(867)(352)
Other— (1,392)
Unrealized gain on investments(4,712)(73,425)
Operating lease right-of-use asset(108,747)(111,167)
Total deferred tax liabilities(146,101)(199,120)
Net deferred tax assets (liabilities)$74 $7,778 
 Balance at December 31,
2017 2016 2015
Deferred tax assets:     
Capitalized costs$35,608
 $61,897
 $67,051
Accrued expenses23,553
 29,421
 27,964
Net operating loss carryforwards244,197
 65,507
 36,633
Tax credit carryforwards60,567
 38,927
 25,349
Property, equipment and intangible assets7,390
 5,721
 —
Share-based compensation35,728
 52,091
 36,689
Other2,519
 1,640
 1,469
Total deferred tax assets409,562
 255,204
 195,155
Valuation allowance(409,043) (254,898) (195,103)
Total deferred tax assets, net of valuation allowance519
 306
 52
Deferred tax liabilities:     
Property, equipment and intangible assets(644) (476) (163)
Total deferred tax liabilities(644) (476) (163)
Net deferred tax liabilities$(125) $(170) $(111)
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act ("2017 Tax Act"). The 2017 Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. Federal corporate tax rate from 35% to 21%; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) in part eliminating U.S. Federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. Federal taxable income of certain unrepatriated earnings of controlled foreign corporations; (5) eliminating the corporate alternative minimum tax ("AMT") and changing how existing AMT credits can be realized; (6) creating the base erosion anti-abuse tax ("BEAT"), a new minimum tax; (7) creating a new limitation on deductible interest expense; and (8) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017.
In connection with the Company's analysis of the impact of the 2017 Tax Act, it recorded a net tax benefit of $1.3 million in the period ended December 31, 2017. The net benefit consists of the release of the valuation allowance on the Company's AMT credit carryforward, which will be refunded in tax years 2018-2021. In addition, the 2017 Tax Act reduces the corporate tax rate to 21%, effective January 1, 2018. Consequently, the Company has recorded a decrease of $63.6 million, with an offset to the valuation allowance, to its U.S. Federal and state deferred tax assets. The Company has also completed its analysis of the deemed repatriation transition tax and has concluded that it will not owe any transition tax. Additionally, on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. The Company has recognized the tax impacts related to refundable AMT credits and revaluation of deferred tax assets, offset by the valuation allowance, and included these amounts in its consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from the amounts recorded due to, among other things, additional analysis, changes in interpretations and assumptions as applicable, and additional regulatory guidance that may be issued. Any difference is not expected to be material. The accounting is expected to be complete when the 2017 U.S. corporate income tax return is filed in 2018.
Realization of deferred tax assets is dependent upon the generation of future taxable income, the timing and amount of which are uncertain. Due to the history of tax losses generated in the U.S. and certain foreign jurisdictions, the Company believes that it is more likely than not that its deferred tax assets in these jurisdictions will not be realized as of December 31, 2017.2021. Accordingly, the Company retained a full valuation allowance on its deferred tax assets in these jurisdictions. The amount of deferred tax assets considered realizable in future periods may change as management continues to reassess the underlying factors it uses in estimating future taxable income.

98






The valuation allowance increased by approximately $154.1 million, $59.8$649.1 million and $69.7$378.4 million during the years ended December 31, 2017, 2016,2021, and 2015,2020, respectively.


As of December 31, 2017,2021, the Company had $774.2$4,487.1 million of Federal, $594.2federal, $5,105.2 million of state, and $131.7$976.9 million of foreign net operating loss carryforwards, which will begin to expire in 20352031 for Federalfederal and 20212022 for state tax purposes. The foreign net operating loss carryforwards do not expire.
will begin to expire in 2023. As of December 31, 2017,2021, the Company had $42.6$299.0 million of Federal, $31.1federal and $182.4 million of state and $1.6 million of Canadian research credit carryforwards. The Federalfederal credit carryforward will begin to expire in 2029 and the state credit carryforward has no expiration date, and the Canadian credit carryforward will begin to expire in 2035.
The Company also has a Federal AMT credit carryforward of $1.3 million that will be refunded over the 2018-2021 tax years under the 2017 Tax Act. The Company has California Enterprise Zone credit carryforwards of $2.8 million, which will begin to expire in 2023.date.
Utilization of the net operating loss carryforwards and credits may be subject to annual limitations due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before they are able to be utilized. The Company does not expect any previous ownership changes, as defined under Section 382 and 383 of the Internal Revenue Code, to result in aan ultimate limitation that will materially reduce the total amount of net operating loss carryforwards and credits that can be utilized.
As of December 31, 2017,2021, the Company had unrecognized tax benefit was $70.8benefits of $448.4 million, of which $4.5$35.4 million would impact the annual effective tax rate if recognized and the remainder of which would result in a corresponding adjustment to the valuation allowance.
128

A reconciliation of the beginning and ending amount of unrecognized tax benefit is presented below (in thousands):

Year Ended December 31,
202120202019
Balance at the beginning of the year$295,182 $217,574 $198,540 
Gross increases and decreases related to prior period tax positions6,552 (2,615)(11,571)
Gross increases and decreases related to current period tax positions124,238 77,235 30,676 
Reductions related to lapse of statute of limitations— (49)(149)
Gross increases related to acquisitions22,420 3,037 78 
Balance at the end of the year$448,392 $295,182 $217,574 
 Year Ended December 31,
2017 2016 2015
Balance at the beginning of the year$92,134
 $90,372
 $78,031
Gross increases and decreases related to prior period tax positions—
 5,190
 —
Gross increases and decreases related to current period tax positions4,193
 (3,428) 12,341
Reductions related to lapse of statute of limitations(91) —
 —
Gross increases and decreases related to U.S. tax reform(25,437) —
 —
Balance at the end of the year$70,799
 $92,134
 $90,372


The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. As of December 31, 2017, there were no significantThe Company had total accrued interest and penalties of $7.8 million, $1.4 million, and $0.5 million related to uncertain tax positions.positions for the years ended December 31, 2021, 2020, and 2019, respectively. It is reasonably possible that over the next 12-month period the Company may experience a decrease in its unrecognized tax benefits as a result of tax examinations or lapses of statute of limitations. The estimated decrease in unrecognized tax benefits may range up to $13$10.8 million.
The Company is subject to taxation in the United States and various state and foreign jurisdictions. The Company is currently under examination in California for tax years 2013, and 2014, and other jurisdictions2016 and in Texas for tax years 2013-2016.2015-2019. The Company’s various tax years starting with 2009 to 20162020 remain open in various taxing jurisdictions.
As of December 31, 2017,2021, the Company has not provided deferred U.S. income taxes or foreign withholding taxes on temporary differences resulting from earnings for certain non-U.S. subsidiaries, which are permanently reinvested outside the U.S. Cumulative undistributed earnings for these non-U.S. subsidiaries as of December 31, 20172021 are $4.1$0.1 million. Furthermore, the Company has accumulated deficits such that no U.S. tax is expected to be due as a result of U.S. tax reform related to IRC Section 965.
                


99






NOTE 1215 - STOCKHOLDERS' EQUITY

Initial Public Offering

In November 2015, the Company completed its IPO in which it issued and sold 29,700,000 shares of Class A common stock at a public offering price of $9.00 per share. The total net proceeds received from the IPO were $245.7 million after deducting underwriting discounts and commissions of $14.7 million and other offering expenses of approximately $6.9 million.


Convertible Preferred Stock


As of December 31, 2017,2021, the Company is authorized to issue 100,000,000 shares of preferred stock, with a $0.0000001 par value. No shares of preferred stock are outstanding as of December 31, 2017.2021.

Deemed Dividend on Series E Preferred Stock

On November 24, 2015, upon the closing of the IPO, certain holders of Series E preferred stock were issued an incremental 10,299,696 shares of Class B common stock pursuant to the Company's Restated Certificate of Incorporation dated as of September 8, 2014, as amended (the "2014 Certificate"). The 2014 Certificate allowed for an adjustment to the Series E original conversion price based on a prescribed formula upon the Company's IPO. The conversion of the Series E preferred stock resulted in a beneficial conversion feature, analogous to a deemed dividend. The beneficial conversion feature was calculated as the difference between fair value of the Company's common stock ultimately issued, based on the commitment date fair value of the Company's common stock, and the initial proceeds received for the Series E preferred stock. As a result, the Company recorded a one-time $32.2 million deemed stock dividend that resulted in an increase to net loss to arrive at net loss attributable to common stockholders.


Common Stock


The Company has authorized the issuance of Class A common stock and Class B common stock. Holders of the Company's Class A common stock and Class B common stock are entitled to dividends when, as and if, declared by the Company's board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2017,2021, the Company did not declare any dividends. Holders of shares of Class A common stock are entitled to one1 vote per share, while holders of shares of Class B common stock are entitled to ten10 votes per share. Shares of the Company's Class B common stock are convertible into an equivalent number of shares of its Class A common stock and generally convert into shares of its Class A common stock upon transfer. Class A common stock and Class B common stock are referred to as common stock throughout these Notes to the Consolidated Financial Statements, unless otherwise noted. The holders of Class A common stock and Class B common stock have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares.


Class A common stock and Class B common stock are referred to as "common stock" throughout these Notes to the Consolidated Financial Statements, unless otherwise noted. As of December 31, 2017,2021, the Company was authorized to issue 1,000,000,000 shares of Class A common stock and 500,000,000 shares of Class B common stock, each with a par value of $0.0000001 per share. As of December 31, 2017, the Company had outstanding 280,400,8132021, there were 403,237,209 shares of Class A common stock and 114,793,26261,706,578 shares of Class B common stock outstanding. Options and awards granted following the Company's November 2015 initial public offering are related to underlying Class A common stock. Additionally, holders of Class B common stock are able to convert such shares into Class A common stock.


129

Warrants

On August 7, 2012, the Company entered into a processing agreement with Starbucks and issued warrants to purchase 15,761,575 shares of common stock that would become exercisable if certain performance conditions, specified in the agreement as subsequently amended between 2012 and 2015, were achieved. In 2015, warrants to purchase 6,304,620 shares of common stock were canceled.

On February 24, 2017, the Company and Starbucks entered into a Warrant Cancellation and Payment Agreement pursuant to which the Company paid Starbucks cash consideration of approximately $54.8 million in return for the termination of the Warrant to Purchase Stock dated August 7, 2012, as amended, that provided Starbucks with the right to purchase an aggregate of approximately 9.5 million shares of the Company’s common stock.


In conjunction with the 2022 Convertible Notes offering, the Company sold the 2022 warrants whereby the Counterpartiescounterparties have the option to purchase a total of approximately 19.2 million shares of the Company’s Class A common stock at a price of $31.18 per share.share, and expire on June 1, 2022. None of the warrants were exercised as of December 31, 2021.


100In conjunction with the 2023 Convertible Notes offering, the Company sold the 2023 warrants whereby the counterparties have the option to purchase a total of approximately 11.1 million shares of the Company’s Class A common stock at a price of $109.26 per share, and expire on August 15, 2023. None of the warrants were exercised as of December 31, 2021.



In conjunction with the 2025 Convertible Notes offering, the Company sold the 2025 warrants whereby the counterparties have the option to purchase a total of approximately 8.3 million shares of the Company’s Class A common stock at a price of $161.34 per share, and expire on June 1, 2025. None of the warrants were exercised as of December 31, 2021.




In conjunction with the 2026 Convertible Notes offering, the Company sold the 2026 warrants whereby the counterparties have the option to purchase a total of approximately 1.9 million shares of the Company’s Class A common stock at a price of $368.16 per share, and expire on August 1, 2026. None of the warrants were exercised as of December 31, 2021.

In conjunction with the 2027 Convertible Notes offering, the Company sold the 2027 warrants whereby the counterparties have the option to purchase a total of approximately 1.9 million shares of the Company’s Class A common stock at a price of $414.18 per share, and expire on February 1, 2028. None of the warrants were exercised as of December 31, 2021.

Indemnification Arrangements

During the year ended December 31, 2019, the Company received 20,793 shares of its common stock, respectively, that were forfeited back to the Company as indemnification against liabilities related to certain acquired businesses preacquisition matters. The receipt of the forfeited shares was accounted for as equity repurchases. The Company received $57.2no shares related to indemnification arrangements in the years ended December 31, 2021 and 2020.

Conversion of Convertible Notes and Exercise of Convertible Note Hedges

In connection with the conversion of certain of the 2022 Convertible Notes, the Company issued 16.5 million shares of Class A common stock, of which 0.4 million shares were issued in cash proceedsthe year ended December 31, 2021. The Company also exercised a pro-rata portion of the 2022 convertible note hedges and received 14.9 million shares of Class A common stock from the salecounterparties to offset the shares issued, of these warrants. See Note 9, Indebtedness, for more details on this transaction.which 5.5 million shares were received in the year ended December 31, 2021.


AsIn connection with the conversion of the 2023 Convertible Notes, the Company issued 5.2 million shares of Class A common stock during the twelve months ended December 31, 2021. The Company also exercised a pro-rata portion of the 2023 convertible note hedges and received 2.0 million shares of Class A common stock from the 2018 Counterparties to offset the shares issued as of December 31, 2017, the Company had outstanding warrants to purchase an aggregate of 19,172,956 shares of its capital stock, with a weighted average exercise price of approximately $31.18 per share.2021.


Stock Plans


The Company maintains two2 share-based employee compensation plans: the 2009 Stock Option Plan (2009 Plan) and the 2015 Equity Incentive Plan (2015 Plan). The 2015 Plan serves as the successor to itsthe 2009 Plan. The 2015 Plan became effective as of November 17, 2015. Outstanding awards under the 2009 Plan continue to be subject to the terms and conditions of the 2009 Plan. Since November 17, 2015, no additional awards have been nor will be granted in the future under the 2009 Plan.


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Under the 2015 Plan, shares of the Company's Class A common stock are reserved for the issuance of incentive and nonstatutory stock options (ISOs), non-statutory stock options (NSOs)(ISOs and NSOs, respectively), restricted stock awards RSUs,(RSAs), restricted stock units (RSUs), performance shares, and stock bonuses to qualified employees, directors, and consultants. The shares mayawards must be granted at a price per share not less than the fair market value at the date of grant. Initially, 30,000,000 shares were reserved under the 2015 Plan and any shares subject to options or other similar awards granted under the 2009 Plan that expire, are forfeited, are repurchased by the Company or otherwise terminate unexercised will become available under the 2015 Plan. The number of shares available for issuance under the 2015 Plan has been and will be increased on the first day of each fiscal year, in an amount equal to the least of (i) 40,000,000 shares, (ii) 5% of the outstanding shares of the Company's common stock on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the administrator.administrator of the Plan. The administrator consists of the Board of Directors who then delegates the responsibilities to the Compensation Committee. As of December 31, 2017,2021, the total number of shares subject to stock options, RSAs and RSUs outstanding under the 2015 Plan was 25,971,9586,447,775 shares, and 45,785,515118,149,752 shares were available for future issuance. 
Under the 2009 Plan, shares of common stock are reserved for the issuance of ISOs or NSOs to eligible participants. The options may be granted at a price per share not less than the fair market value at the date of grant. Options granted generally vest over a four-year4 year term from the date of grant, at a rate of 25% after one year, then monthly on a straight-line basis thereafter. Generally, options granted are exercisable for up to 10 years from the date of grant. The Plan allows for early exercise of employee stock options whereby the option holder is allowed to exercise prior to vesting. Any unvested shares are subject to repurchase by the Company at their original exercise prices. As of December 31, 2017,2021, the total number of shares subject to stock options, RSAs, and RSUs outstanding under the 2009 Plan was 42,615,65815,690,278 shares. No additional shares will be issued under 2009 Plan, effective November 17, 2015.     
In January 2015, the Company’s Chief Executive Officer contributed 5,068,238 shares of common stock back to the Company for no consideration. The purpose of the contribution was to retire such shares in order to offset stock ownership dilution to existing investors in connection with future issuances under the 2009 Plan.
A summary of stock option activity for the year ended December 31, 20172021 is as follows (in thousands, except share and per share data):
 Number of stock options outstanding Weighted
average
exercise
price		 Weighted
average
remaining
contractual
term
(in years)		 Aggregate
intrinsic
value
Balance at December 31, 201673,261,562
 $7.70
 7.28 $443,711
Granted1,216,959
 17.2
    
Exercised(24,510,745) 5.91
    
Forfeited and canceled(2,697,685) 11.36
    
Balance at December 31, 201747,270,091
 $8.67
 6.52 $1,229,103
Options vested and expected to vest at       
December 31, 201747,270,091
 $8.67
 6.52 $1,229,103
Options exercisable at       
December 31, 201744,252,865
 $8.37
 6.38 $1,163,690

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Number of Stock Options OutstandingWeighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Term
(in years)		Aggregate
Intrinsic
Value
Balance at December 31, 202013,630,882 $17.84 3.84$2,723,394 
Granted198,771 255.22 
Exercised(4,900,413)12.33 
Forfeited(13,140)67.50 
Balance at December 31, 20218,916,100 $26.09 3.89$1,226,105 
Options exercisable as of December 31, 20217,769,686 $16.58 3.30$1,129,046 
Aggregate intrinsic value represents the difference between the Company’s estimated fair value of its common stock and the exercise price of outstanding, “in-the-money” options. Aggregate intrinsic value for stock options exercised throughfor the years ended December 31, 2017, 2016,2021, 2020, and 20152019 was $464.1 million, $202.6 million,$1.1 billion, $1.2 billion, and $49.8$616.3 million, respectively.
The total weighted average grant-date fair value of options granted was $5.97, $5.80$131.57, $27.04 and $5.87$30.58 per share for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively.


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Restricted Stock Activity


The Company issues restricted stock units (RSUs)RSAs and RSUs under the 2015 Plan, which typically vest over a term of four years.


Activity related to RSAs and RSUs during the year ended December 31, 20172021 is set forth below:
Number of
shares		Weighted
Average Grant
Date Fair Value
Unvested as of December 31, 202015,622,645 $71.71 
Granted5,313,636 247.56 
Vested(6,708,326)74.97 
Forfeited(1,006,002)109.48 
Unvested as of December 31, 202113,221,953 $137.86 

 Number of
RSUs		 Weighted
average grant
date fair value
Unvested at December 31, 201615,443,391
 $12.09
Granted14,256,257
 21.21
Vested(5,964,153) 12.83
Forfeited(2,417,970) 13.29
Unvested at December 31, 201721,317,525
 $17.84
The total fair value of shares vested in the year ended December 31, 2021, 2020, and 2019 were $1.6 billion, $817.5 million, and $552.9 million, respectively.


Employee Stock Purchase Plan


On November 17, 2015, the Company’s 2015 Employee Stock Purchase Plan (ESPP) became effective. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, (or 25% for offering periods that commence after November 1, 2019), subject to any plan limitations. The ESPP provides for 12-month offering periods. The offering periods are scheduled to start on the first trading day on or after May 15 and November 15 of each year, except for the first offering period, which commenced on November 19, 2015 and ended on November 15, 2016.year. Each offering period includes two2 purchase periods, which begin on the first trading day on or after November 15 and May 15, and ending on the last trading day on or before May 15 and November 15, respectively. Employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or the last trading day of the purchase period. The number of shares available for sale under the ESPP will be increased annually on the first day of each fiscal year, equal to the least of (i) 8,400,000 shares, (ii) 1% of the outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year, or (iii) such other amount as determined by the administrator.

As of December 31, 2017, 3,522,9452021, 6,301,377 shares had been purchased under the ESPP and 7,672,02222,378,096 shares were available for future issuance under the ESPP. The Company recorded $6.0 million and $5.1 million of share-based compensation expense related to the ESPP during the year ended December 31, 2017 and 2016, respectively.


Share-Based Compensation


The fair value of stock options granted was estimated using the following weighted-average assumptions:
 Year Ended December 31,
 2017 2016 2015
Dividend yield—% —% —%
Risk-free interest rate1.88% 1.54% 1.73%
Expected volatility32.22% 42.74% 47.68%
Expected term (years)6.02
 6.08
 6.02

Year Ended December 31,
202120202019
Dividend yield— %— %— %
Risk-free interest rate1.08 %0.41 %2.37 %
Expected volatility54.91 %48.29 %40.48 %
Expected term (years)6.026.026.02
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Effective August 31, 2015, the Company modified all of its nonstatutory stock option grants to extend the exercise term for terminated employees who have completed two years of service. During the year ended December 31, 2017, 2016, and 2015, share-based compensation expense includes $1.9 million, $2.6 million, and $3.3 million, respectively, related to the vested portion of the impacted options as a result of the modification. The Company will incur an additional $1.9 million of share-based compensation expense over the remaining vesting periods of the impacted options.
The following table summarizes the effects of share-based compensation on the Company's consolidated statements of operations (in thousands):
Year Ended December 31,
202120202019
Cost of revenue$410 $368 $155 
Product development446,596 289,553 210,840 
Sales and marketing57,070 36,627 26,720 
General and administrative103,966 70,952 60,148 
Total$608,042 $397,500 $297,863 
 Year Ended December 31,
 2017 2016 2015
Cost of revenue$77
 $—
 $—
Product development98,310
 91,404
 54,738
Sales and marketing17,568
 14,122
 7,360
General and administrative39,881
 33,260
 20,194
Total$155,836
 $138,786
 $82,292
The Company recorded $34.9 million, $18.2 million, and $18.9 million of share-based compensation expense related to the Company's 2015 Employee Stock Purchase Plan during the years ended December 31, 2021, 2020 and 2019, respectively.
    
The Company capitalized $3.7$15.1 million, $13.9 million, and $2.8$8.2 million of share-based compensation expense related to capitalized software during the yearyears ended December 31, 20172021, 2020 and 2016. There was no similar activity during the year ended December 31, 2015.2019, respectively.
    
As of December 31, 2017,2021, there was $423.8 million$1.7 billion of total unrecognized compensation cost related to outstanding stock options and restricted stock awards that isare expected to be recognized over a weighted average period of 2.802.8 years.



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NOTE 1316 - NET LOSSINCOME PER SHARE


Basic net lossincome per share is computed by dividing the net loss attributable to common stockholdersincome by the weighted-average number of shares of common stock outstanding during the period. ForDiluted net income per share is computed by dividing net income by the year ended December 31, 2015,weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock. In the years when the Company reported a net loss, attributable to common stockholders includes the impact of the issuance of 10,299,696 shares of the Company's common stock to certain holders of Series E preferred stock, in the form of a deemed stock dividend of $32.2 million. Diluteddiluted loss per share is the same as basic loss per share for all years presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss attributable to common stockholders.anti-dilutive.
The following table presents the calculation of basic and diluted net lossincome per share (in thousands, except per share data):
Year Ended December 31,
202120202019
Net income$158,826 $213,105 $375,446 
Less: Net loss attributable to noncontrolling interests(7,458)— — 
Net income attributable to common stockholders$166,284 $213,105 $375,446 
Basic shares:
Weighted-average common shares outstanding458,780 443,773 425,728 
Weighted-average unvested shares(348)(647)(729)
Weighted-average shares used to compute basic net income per share attributable to common stockholders458,432 443,126 424,999 
Diluted shares:
Stock options, restricted stock, and employee stock purchase plan17,849 23,628 30,645 
Convertible senior notes408 — — 
Common stock warrants25,090 15,413 10,432 
Weighted-average shares used to compute diluted net income per share attributable to common stockholders501,779482,167466,076
Net income per share attributable to common stockholders:
Basic$0.36 $0.48 $0.88 
Diluted$0.33 $0.44 $0.81 
 Year Ended December 31,
 2017 2016 2015
Net loss$(62,813) $(171,590) $(179,817)
Deemed dividend on Series E preferred stock—
 —
 (32,200)
Net loss attributable to common stockholders$(62,813) $(171,590) $(212,017)
Basic shares:     
Weighted-average common shares outstanding380,921
 344,393
 175,139
Weighted-average unvested shares(1,577) (2,838) (4,641)
Weighted-average shares used to compute basic net loss per share379,344
 341,555
 170,498
Diluted shares:     
Weighted-average shares used to compute diluted net loss per share379,344
 341,555
 170,498
      
Loss per share attributable to common stockholders:     
Basic$(0.17) $(0.50) $(1.24)
Diluted$(0.17) $(0.50) $(1.24)

Additionally, since the Company expects to settle the principal amount of its outstanding Notes in cash, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s common stock for a given period exceeds the conversion price of $22.95 per share for the Notes. Because the Company has reported a net loss for all periods presented, diluted loss per share is the same as basic loss per share for those periods.


The following potential common shares were excluded from the calculation of diluted net lossincome per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands):

Year Ended December 31,
202120202019
Stock options, restricted stock, and employee stock purchase plan7,680 12,509 14,760 
Common stock warrants17,271 22,140 19,820 
Convertible senior notes23,947 25,073 20,305 
Total anti-dilutive securities48,898 59,722 54,885 




134
 Year Ended December 31,
 2017 2016 2015
Stock options and restricted stock units68,588
 88,705
 111,148
Common stock warrants19,173
 9,457
 9,544
Unvested shares1,300
 1,892
 3,420
Employee stock purchase plan157
 216
 172
Total anti-dilutive securities89,218
 100,270
 124,284





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NOTE 17 - RELATED PARTY TRANSACTIONS
In July 2019, the Company entered into a lease agreement to lease certain office space located in St. Louis, Missouri, from an affiliate of one of the Company’s co-founders and current member of its board and directors, Mr. Jim McKelvey, under an operating lease agreement as discussed in Note 18, Commitments and Contingencies. The lease commencement date varies by floor beginning in May 2020. The term of the agreement is 15.5 years with total future minimum lease payments over the term of approximately $42.7 million. As of December 31, 2021, the Company had recorded right-of-use assets of $20.8 million and associated lease liabilities of $33.8 million related to this lease arrangement.

NOTE 1418 - COMMITMENTS AND CONTINGENCIES
Operating and CapitalFinance Leases
The Company’s operating leases are primarily comprised of office facilities, with the most significant leases relating to its offices in San Francisco, Oakland, St. Louis, and New York. The Company's leases have remaining lease terms of 1 year to 15 years, some of which include options to extend for 5 year terms, or include options to terminate the leases within 1 year. None of the options to extend the leases have been included in the measurement of the right of use asset or the associated lease liability.

In July 2019, the Company has entered into various non-cancelable operating leasesa lease arrangement for certain offices226,185 square feet of office space in St Louis, Missouri, with contractualan affiliate of one of the Company’s co-founders, Mr. Jim McKelvey, who is also a Company stockholder and a member of its board of directors, for a term of 15.5 years with options to extend the lease periods expiring between 2018 and 2025.term for 2 5 year terms. The Company recognizedalso has an option to terminate the lease for up to 50% of the leased space any time between January 1, 2024 and December 31, 2026, as well as an option to terminate the lease for the entire property on January 1, 2034. Termination penalties specified in the lease agreement will apply if the Company exercises any of the options to terminate the lease. The lease commencement date varies by floor beginning in May 2020 with total rental expenses under operating leasesfuture minimum lease payments over the term of $12.9 million, $11.3 million, and $12.8 million duringapproximately $42.7 million. Refer to Note 17, Related Party Transactions for further details.

    There were no finance lease obligations as of December 31, 2021.

    The components of lease expense for the yearsyear ended December 31, 2017, 2016, and 2015, respectively.2021 were as follows (in thousands):
Year Ended December 31,
20212020
Fixed operating lease costs$83,136 $70,254 
Variable operating lease costs15,568 15,625 
Short term lease costs1,953 6,375 
Sublease income(12,210)(8,594)
Finance lease costs
Amortization of finance right-of-use assets— 2,446 
Total lease costs$88,447 $86,106 

Other information related to leases was as follows:
December 31,
2021
Weighted Average Remaining Lease Term:
Operating leases8.3 years
Weighted Average Discount Rate:
Operating leases4 %

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Cash flows related to leases were as follows (in thousands):
Year Ended December 31,
20212020
Cash flows from operating activities:
Payments for operating lease liabilities$(77,201)$(46,901)
Cash flows from financing activities:
Principal payments on finance lease obligation$— $(2,446)
Supplemental Cash Flow Data:
Right-of-use assets obtained in exchange for operating lease obligations$63,290 $342,662 

Future minimum lease payments under non-cancelable operating leases (with initial lease terms in excess of one year) and future minimum capital lease payments as of December 31, 20172021 are as follows (in thousands):
Operating
Year:
2022$78,304 
202377,904 
202459,612 
202553,839 
202646,015 
Thereafter224,498 
Total$540,172 
Less: amount representing interest76,407 
Less: leases executed but not yet commenced— 
Less: lease incentives and transfer to held for sale4,721 
Total$459,044 

 Capital Operating
Year:   
2018$2,656
 $18,740
20192,540
 17,438
20201,265
 17,374
202135
 16,968
2022—
 16,987
Thereafter—
 19,383
Total$6,496
 $106,890
Less amount representing interest(14)  
Present value of capital lease obligations6,482
  
Less current portion of capital lease obligation(2,650)  
Non-current portion of capital lease obligation$3,832
  
The Company recognized total rental expenses for operating leases of $80.3 million, $75.2 million, and $32.5 million during the years ended December 31, 2021, 2020, and 2019, respectively.


Litigation

and regulatory matters
The Company is currently a partysubject to, and may in the future be involved in, various litigation matters, (including intellectual property litigation), legal claims, investigations, and governmentregulatory proceedings.

We have received Civil Investigative Demands (“CIDs”) from the Consumer Financial Protection Bureau (“CFPB”), as well as from Attorneys General from multiple states, seeking the production of information related to, among other things, Cash App’s handling of customer complaints and disputes. We are cooperating with the CFPB and the state Attorneys General in connection with these CIDs. During the three months ended December 31, 2021, we accrued a non-material loss reserve in connection with the CFPB CIDs. Given the status of these matters, it is not possible to reliably determine the potential liability, if any, or reliably estimate the range of any potential liability in excess of the accrued amounts, that could result from these investigations.

The Company was involvedregularly assesses the likelihood of adverse outcomes resulting from litigation and regulatory proceedings and adjusts the financial statements based on such assessments. The eventual outcome of these matters could differ materially from the estimates of loss reserves we have currently accrued in the financial statements.

On December 16, 2021, H&R Block, Inc. and HRB Innovations, Inc. (collectively, “HRB”) filed a class action lawsuit concerning independent contractorscomplaint for trademark infringement against the Company. HRB alleges that the Company’s rebranding to Block, Inc. and use of a green square logo in connection with the Company’s Caviar business. On March 19, 2015, Jeffry Levin, on behalf of a putative nationwide class, filed a lawsuit in the United States District Court for the Northern District of California against the Company’s wholly owned subsidiary, Caviar, Inc., which, as amended, alleged that Caviar misclassified Mr. LevinCash App Taxes product infringe HRB’s registered trademarks and other similarly situated couriers as independent contractors and, in doing so, violated various provisions of the California Labor Code and California Business and Professions Code by requiring themare likely to pay various business expenses that should have been borne by Caviar. The Court compelled arbitration of Mr. Levin’s individual claims on November 16, 2015 and dismissed the lawsuit in its entirety with prejudice on May 2, 2016. On June 1, 2016, Mr. Levin filed a Notice of Appeal of the Court’s order compelling arbitration with the United States Court of Appeals for the Ninth Circuit. Mr. Levin filed his opening appellate brief regarding the order compelling arbitration of his individual claims on October 7, 2016.cause consumer confusion. The Company filed its answering brief on December 7, 2016, and Mr. Levin filed his reply on December 21, 2016. No hearing date was set. Mr. Levin also sought an award of penalties pursuant to the Labor Code Private Attorneys General Act of 2004 (PAGA). The parties stipulated that Mr. Levin would no longer pursuebelieves this PAGA claim but that it may instead be pursued by a different courier. Subsequently, couriers Nadezhda Rosen and La’Dell Brewster filed a new PAGA-only claim in the Superior Court of the State of California for the County of San Francisco (Superior Court) on November 7, 2016. Plaintiffs claimed that Caviar misclassified its couriers as independent contractors resulting in numerous violations of the California Labor Code, pursuant to which plaintiffs sought statutory penalties for those violations.In February 2017, the Company participated in a mediation with the parties in these Caviar misclassification suits to explore resolution of the matters at hand. After continued negotiation, the parties reached a global settlement of these suits, which has been confirmed. As a result, the Levin and Rosen lawsuits were dismissed with prejudice in their respective courts on January 24, 2018 and January 18, 2018, respectively.lawsuit is without merit.



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The Company has received a Notice of Tax Audit Deficiency (“Notice”) from the Office of the Treasurer & Tax Collector of the City and County of San Francisco (“Tax Collector”), for fiscal years 2014 and 2015, informing the Company that the Tax Collector believes the Company’s primary business activity is financial services rather than information services, and accordingly the Company would be liable for the Gross Receipts Tax and Payroll Expense Tax under the rules for financial services business activities. The demand Notice is for an immaterial amount andIn addition, the Company is challenging the Notice and intends to vigorously defend its position, which it believes has merit. Should the Tax Collector prevail, the Company could be obligated to pay additional taxes together with any associated penalties and interest for subsequent years that together, in aggregate, could be material. The Company is currently unable to estimate the range of possible loss given the uncertainties associated with this matter, including uncertainties about the Tax Collector’s rationale for its position and about the amounts that may ultimately be subject to such taxes.

In addition, from time to time, the Company is involved in various other litigationlegal matters, investigations, claims, and disputes arising in the ordinary course of business. The Companycannot at this time fairly estimate a reasonable range of exposure, if any, of the potential liability with respect to these other matters. WhileAlthough occasional adverse decisions or settlements may occur, the Company does not believe at this time, that any ultimate liability resulting fromthe final disposition of any of these other matters will have a material adverse effect on the Company'sits results of operations, financial position, or liquidity, theliquidity. The Company cannot give any assurance regarding the ultimate outcome of these other matters, and their resolution could be material to the Company's operating results for any particular period.



Other contingencies

We are under examination, or may be subject to examination, by several tax authorities. These examinations may lead to proposed adjustments to our taxes or net operating losses with respect to years under examination, as well as subsequent periods. We regularly assess the likelihood of adverse outcomes resulting from tax examinations to determine the adequacy of our provision for direct and indirect taxes. We continue to monitor the progress of ongoing discussions with tax authorities and the effect, if any, on our provision for direct and indirect taxes.

We believe that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner not consistent with the Company’s expectations, we could be required to adjust our provision for direct and indirect taxes in the period such resolution occurs.

NOTE 1519 - SEGMENT AND GEOGRAPHICAL INFORMATION
OperatingThe Company reports its operating segments to reflect the manner in which the Company's CODM reviews and assesses performance. Accordingly, the Company has 2 reportable segments, which are Square and Cash App. Products and services that are not assigned to a specific reportable segment including but not limited to TIDAL, TBD, and Spiral are aggregated and presented within a general corporate and other category. Disclosures regarding the Company’s reportable segments for prior periods have been adjusted to conform to the current period presentation. Square and Cash App are defined as components offollows:

•Square includes managed payment services, software solutions, hardware, and financial services offered to sellers, excluding those that involve Cash App.

•Cash App includes the financial tools available to individuals within the mobile Cash App, including peer-to-peer payments, bitcoin and stock investments. Cash App also includes Cash Card which is linked to customer stored balances that customers can use to pay for purchases or withdraw funds from an enterprise for which discreteATM.

The primary financial measures used by the CODM to evaluate performance and allocate resources are revenue and gross profit. The CODM does not evaluate performance or allocate resources based on segment asset data, and therefore such information is availablenot included.

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Information on the reportable segments revenue and segment gross profit are as follows (in thousands):
Year Ended December 31, 2021
Cash AppSquareCorporate and Other (i)Total
Revenue
Transaction-based revenue$409,844 $4,383,302 $— $4,793,146 
Subscription and services-based revenue1,893,008 664,367 152,356 2,709,731 
Hardware revenue— 145,679 — 145,679 
Bitcoin revenue10,012,647 — — 10,012,647 
Segment revenue12,315,499 5,193,348 152,356 17,661,203 
Segment gross profit$2,070,847 $2,316,671 $32,305 $4,419,823 

Year Ended December 31, 2020
Cash AppSquareCorporate and Other (i)Total
Revenue
Transaction-based revenue$233,747 $3,061,231 $— $3,294,978 
Subscription and services-based revenue1,163,096 376,307 — 1,539,403 
Hardware revenue— 91,654 — 91,654 
Bitcoin revenue4,571,543 — — 4,571,543 
Segment revenue5,968,386 3,529,192 — 9,497,578 
Segment gross profit$1,225,578 $1,507,831 $— $2,733,409 

Year Ended December 31, 2019
Cash AppSquareCorporate and Other (i)Total
Revenue
Transaction-based revenue$72,865 $3,008,209 $— $3,081,074 
Subscription and services-based revenue516,269 369,274 — 885,543 
Hardware revenue— 84,505 — 84,505 
Bitcoin revenue516,465 — — 516,465 
Segment revenue1,105,599 3,461,988 — 4,567,587 
Segment gross profit$457,668 $1,390,427 $— $1,848,095 
(i) Corporate and other represents results related to products and services that is evaluated regularly by the chief operating decision maker (CODM) for purposes of allocating resources and evaluating financial performance. The Company’s CODM is the chief executive officer who reviews financial information presented onare not assigned to a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company’s operations constitute a single operating segment and onespecific reportable segment. Comparable prior period amounts have not been disclosed as they were not material.

The amounts in the tables above exclude the Caviar business, a food ordering and delivery platform business, which was sold in the year ended December 31, 2019. A reconciliation of total segment revenues, as indicated above, to the Company's consolidated revenues is as follows (in thousands):
Year Ended December 31,
202120202019
Total segment revenue$17,661,203 $9,497,578 $4,567,587 
Caviar revenue— — 145,913 
Total net revenue$17,661,203 $9,497,578 $4,713,500 

A reconciliation of total segment gross profit to the Company's income before applicable income taxes is as follows (in thousands):
138

Year Ended December 31,
202120202019
Total segment gross profit$4,419,823 $2,733,409 $1,848,095 
Add: Caviar gross profit— — 41,590 
Total reported operating gross profit4,419,823 2,733,409 1,889,685 
Less: Product development1,399,079 885,681 674,165 
Less: Sales and marketing1,617,189 1,109,670 625,126 
Less: General and administrative983,326 579,203 436,878 
Less: Transaction and loan losses187,991 177,670 126,959 
Less: Bitcoin impairment losses71,126 — — 
Less: Gain on sale of asset group— — (373,445)
Less: Interest expense, net33,124 56,943 21,516 
Less: Other expense (income), net(29,474)(291,725)273 
Income before applicable income taxes$157,462 $215,967 $378,213 
Revenue
Revenue by geography is based on the billing addresses of the merchants.sellers or customers. The following table sets forth revenue by geographic area (in thousands):

Year Ended December 31,
202120202019
Revenue
United States$17,077,532 $9,186,440 $4,472,473 
International583,671 311,138 241,027 
Total net revenue$17,661,203 $9,497,578 $4,713,500 

 Year Ended December 31,
 2017 2016 2015
Revenue     
United States$2,120,088
 $1,643,852
 $1,224,566
International94,165
 64,869
 42,552
Total net revenue$2,214,253
 $1,708,721
 $1,267,118

No individual country from the international markets contributed in excess of 10% of total revenue for the years ended December 31, 2017, 2016,2021, 2020, and 2015.2019.


Long-Lived Assets

The following table sets forth long-lived assets by geographic area (in thousands):
December 31,
20212020
Long-lived assets
United States$1,426,103 $1,086,379 
International81,768 58,342 
Total long-lived assets$1,507,871 $1,144,721 

Assets by reportable segment were not included, as this information is not reviewed by the CODM to make operating decisions or allocate resources, and is reviewed on a consolidated basis.

139
 December 31,
 2017 2016
Long-lived assets   
United States$158,820
 $162,118
International5,337
 2,675
Total long-lived assets$164,157
 $164,793


106







NOTE 1620 - SUPPLEMENTAL CASH FLOW INFORMATION


The supplemental disclosures of cash flow information consist of the following (in thousands):

Year Ended December 31,
202120202019
Supplemental Cash Flow Data:
Cash paid for interest$40,446 $3,857 $5,677 
Cash paid for income taxes10,041 6,001 2,744 
Supplemental disclosures of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease obligations63,290 342,662 40,555 
Purchases of property and equipment in accounts payable and accrued expenses15,071 (3,975)(419)
Unpaid business combination purchase price50,079 8,974 8,411 
Non-cash proceeds from sale of asset group— — 100,000 
Fair value of common stock issued related to business combination(28,735)(35,318)— 
Recovery of common stock in connection with indemnification settlement agreement— — 789 
Fair value of common stock issued to settle the conversion of senior notes(1,258,562)(1,398,829)— 
Fair value of shares received to settle senior note hedges1,800,933 369,015 — 
Bitcoin lent to third party borrowers6,084 — — 

NOTE 21 - SUBSEQUENT EVENTS
 Year Ended December 31,
 2017 2016 2015
Supplemental Cash Flow Data:     
Cash paid for interest$1,374
 $570
 $981
Cash paid for income taxes1,254
 395
 1,916
Supplemental disclosures of non-cash investing and financing activities:     
Change in purchases of property and equipment in accounts payable and accrued expenses143
 2,554
 5,593
Unpaid business acquisition purchase price2,115
 240
 —
Conversion of Series A, B, C, D & E preferred stock upon initial public offering to common stock—
 —
 544,897
Unpaid offering costs related to initial public offering—
 —
 5,530
Deemed dividend on Series E preferred stock—
 —
 32,200
Fair value of shares issued related to acquisitions—
 —
 35,776


The Company completed the acquisition of Afterpay on January 31, 2022 as discussed in Note 8 Acquisitions. On January 28, 2022, the Company entered into a fifth amendment to the Credit Agreement to permit certain existing obligations of Afterpay and its subsidiaries to remain outstanding as of and after the completion of the Afterpay acquisition. On February 23, 2022, the Company entered into a sixth amendment to the Credit Agreement to increase the revolving commitments under the 2020 Credit Facility by $100 million to an aggregate principal amount of up to $600 million.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


None.


Item 9A. CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2017,2021, our disclosure controls and procedures were effective at the reasonable assurance level.


140

Changes in Internal Control over Financial Reporting


There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 20172021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Management's Report on Internal Control over Financial Reporting


107






Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria established in “Internal Control - Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2017.2021. The effectiveness of the Company’sour internal control over financial reporting as of December 31, 20172021 has been audited by KPMGErnst & Young, LLP, an independent registered public accounting firm, as stated in their report which appears herein.


We acquired TIDAL on April 30, 2021, and our management excluded from our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021, as TIDAL’s internal control over financial reporting is associated with less than 2% of total assets, 1% of total net revenue and 1% of total gross profit within the consolidated financial statements as of and for the year ended December 31, 2021.

Item 9B. OTHER INFORMATION


Disclosure Pursuant to Item 1.01 of Form 8-K: Entry into a Material Definitive Agreement.

On February 23, 2022, we entered into the Sixth Amendment to Revolving Credit Agreement, among Block, the lenders that are party thereto, and Goldman Sachs Bank USA, as administrative agent (the “Revolver Amendment”). The Revolver Amendment amends the Revolving Credit Agreement, dated as of May 1, 2020 (as amended, modified, or supplemented, the “Amended Credit Agreement”), among Block, the lenders that are party thereto, and Goldman Sachs Bank USA, as Administrative Agent, to, among other things, provide for a new tranche of unsecured revolving loan commitments in an aggregate principal amount of up to $100 million (the “Tranche B Loans”). With the addition of the Tranche B Loans, the total revolving commitments under the Amended Credit Agreement has been increased to an aggregate principal amount of up to $600 million.

Under the Amended Credit Agreement, the Tranche B Loans bear interest, at our option, at an annual rate based on the forward-looking term rate based on the secured overnight financing rate (“Term SOFR”) or a base rate. Tranche B Loans based on Term SOFR shall bear interest at a rate equal to Term SOFR plus a margin of between 1.25% and 1.75%, depending on our total net leverage ratio. Tranche B Loans based on the base rate shall bear interest at a rate based on the highest of the prime rate, the federal funds rate plus 0.50%, and Term SOFR with a tenor of one-month plus 1.00%, in each case, plus a margin ranging from 0.25% to 0.75%, depending on our total net leverage ratio. We are required to pay a commitment fee equal to 0.15% per annum on the undrawn portion available under the revolving credit facility. Currently, the total revolving commitments of up to $600 million remain undrawn.

The foregoing description of the Revolver Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolver Amendment, a copy of which is filed as Exhibit 10.21 hereto and incorporated herein by reference.

Disclosure Pursuant to Item 2.03 of Form 8-K: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth pursuant to Item 1.01 of Form 8-K above is incorporated herein by reference.


Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

141

108






PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
The information required by this item will be set forthincluded under the captions "Board of Directors and Corporate Governance" and "Executive Officers" in our definitive proxy statementProxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission not later thanSEC within 120 days afterof the end of our fiscal year ended December 31, 20172021 (Proxy Statement) and is incorporated herein by reference. The information required by this item regarding delinquent filers pursuant to Item 405 of Regulation S-K will be included under the caption "—Delinquent Section 16(a) Reports" in connection with our 2018 annual meeting of stockholders (thethe Proxy Statement),Statement and is incorporated herein by reference.




Item 11. EXECUTIVE COMPENSATION
The information required by this item will be set forthincluded under the captions "Board of Directors and Corporate Governance—Director Compensation," "Executive Compensation," and "Board of Directors and Corporate Governance—Compensation Committee Interlocks and Insider Participation" in the Proxy Statement and is incorporated herein by reference.




Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be set forthincluded under the captions "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in the Proxy Statement and is incorporated herein by reference.




Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be set forthincluded under the captions "Certain Relationships, Related Party and Other Transactions" and "Board of Directors and Corporate Governance—Director Independence" in the Proxy Statement and is incorporated herein by reference.




Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item will be set forthincluded under the caption "Ratification Of Appointment Of Independent Registered Public Accounting Firm" in the Proxy Statement and is incorporated herein by reference.





109
142






PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES


(a) The following documents are filed as a part of this Annual Report on Form 10-K:
(1)Consolidated Financial Statements:


Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(2)Financial Statement Schedules:


Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein.
(3)Exhibits


The documents listed in the following Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K):


EXHIBIT INDEX
Incorporated by Reference
Exhibit NumberDescriptionFormFile No.ExhibitFiling Date
2.1
8-K001-376222.1April 26, 2018
8-K001-376222.1August 2, 2021
8-K001-376222.1December 7, 2021
3.1*
8-K001-376223.2December 10, 2021
S-1/A333-2074114.1November 6, 2015
4.2
S-1333-2074114.2October 14, 2015
4.3
8-K001-376224.1March 6, 2017
4.4
8-K001-376224.2March 6, 2017
4.5
Indenture, dated May 25, 2018, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A.
8-K001-376224.1May 25, 2018
4.6
8-K001-376224.2May 25, 2018
8-K001-376224.1March 5, 2020
8-K001-376224.2March 5, 2020
8-K001-376224.1November 13, 2020
8-K001-376224.2November 13, 2020
8-K001-376224.3November 13, 2020
143
   Incorporated by Reference
Exhibit Number DescriptionFormFile No.ExhibitFiling Date
3.1
 
Amended and Restated Certificate of Incorporation of the Registrant.
8-K001-376223.1November 24, 2015
3.2
 
Amended and Restated Bylaws of the Registrant.
8-K001-376223.1November 3, 2017
4.1
 
Form of Class A common stock certificate of the Registrant.
S-1/A333-2074114.1November 6, 2015
4.2
 
Fifth Amended and Restated Investors’ Rights Agreement among the Registrant and certain holders of its capital stock, dated as of September 9, 2014.
S-1333-2074114.2October 14, 2015
4.3
 
Indenture, dated March 6, 2017, between the Registrant and The Bank of New York Mellon Trust Company, N.A.
8-K001-376224.1March 6, 2017
4.4
 
Form of 0.375% Convertible Senior Notes due 2022 (included in Exhibit 4.3).
8-K001-376224.2March 6, 2017
10.1+
 
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
S-1/A333-20741110.1November 6, 2015
10.2+
 
Square, Inc. 2015 Equity Incentive Plan, as amended and restated, and related form agreements.
10-Q001-3762210.1August 2, 2017
10.3+
 
Square, Inc. 2015 Employee Stock Purchase Plan, as amended and restated, and related form agreements.
10-K001-3762210.3March 10, 2016
10.4+
 
Square, Inc. 2009 Stock Plan and related form agreements.
S-1333-20741110.4October 14, 2015
10.5+
 
Square, Inc. Executive Incentive Compensation Plan.
S-1333-20741110.5October 14, 2015
10.6+
 
Square, Inc. Outside Director Compensation Policy, as amended and restated.
10-K001-3762210.6February 24, 2017
10.7+
 
Form of Change of Control and Severance Agreement between the Registrant and certain of its executive officers.
S-1333-20741110.7October 14, 2015
10.8+
 
Offer Letter between the Registrant and Jack Dorsey, dated as of March 7, 2016.
10-K001-3762210.8March 10, 2016
10.9+
 
Offer Letter between the Registrant and Sarah Friar, dated as of October 1, 2015.
S-1/A333-20741110.9November 6, 2015
10.10+
 
Offer Letter between the Registrant and Françoise Brougher, dated as of October 1, 2015.
S-1/A333-20741110.11November 6, 2015
10.11+
 
Offer Letter between the Registrant and Alyssa Henry, dated as of October 1, 2015.
S-1/A333-20741110.12November 6, 2015
10.12+
 
Offer Letter between the Registrant and Hillary Smith, dated as of October 27, 2016.
10-K001-3762210.13February 24, 2017

110





Incorporated by Reference
Exhibit NumberDescriptionFormFile No.ExhibitFiling Date
8-K001-376224.4November 13, 2020
8-K001-376224.1May 20, 2021
8-K001-376224.2May 20, 2021
8-K001-376224.3May 20, 2021
8-K001-376224.4May 20, 2021
8-K001-376224.1January 31, 2022
10-K001-376224.7February 26, 2020
10.1+
S-1/A333-20741110.1November 6, 2015
10.2.1+*
10.2.2+*
10.2.3+*
10.2.4+*
10.3+*
10.4+
S-1333-20741110.4October 14, 2015
10.5+
S-1333-20741110.5October 14, 2015
10.6+*
10.7+
S-1333-20741110.7October 14, 2015
10.9+
10-K001-3762210.8March 10, 2016
10.10+
S-1/A333-20741110.12November 6, 2015
10.11+
8-K001-3762210.1January 4, 2019
10.15
8-K001-3762210.1May 6, 2020
10.16
8-K001-3762210.1June 3, 2020
10.17
8-K001-3762210.6November 10, 2020
10.18
8-K001-3762210.1February 3, 2021
10.19
8-K001-3762210.1May 26, 2021
10.20
8-K001-3762210.1January 31, 2022
144

10.13+
 
Offer Letter between the Registrant and Jacqueline D. Reses, dated as of October 2, 2015
10-Q001-3762210.6May 4, 2017
10.14
 
Office Lease by and between the Registrant and Hudson 1455 Market, LLC, dated as of October 17, 2012, as amended on March 22, 2013, January 22, 2014, June 6, 2014, February 1, 2015, April 27, 2015, June 18, 2015, October 5, 2016, and October 6, 2016.
10-Q001-3762210.7May 4, 2017
10.15
 
Ninth Amendment to Office Lease by and between the Registrant and Hudson 1455 Market Street, LLC, dated as of December 19, 2017.
    
10.16
 
Revolving Credit Agreement dated as of November 2, 2015 among the Registrant, the Lenders Party Thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
S-1/A333-20741110.14November 6, 2015
10.17
 
Commitment Letter dated October 30, 2015 by Goldman Sachs Lending Partners LLC.
S-1/A333-20741110.14ANovember 16, 2015
10.18
 
First Amendment to Credit Agreement, dated as of February 27, 2017, among the Registrant, the Lenders Party Thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent
8-K001-3762210.1February 27, 2017
10.19#
 
Master Development and Supply Agreement by and between the Registrant and TDK Corporation, dated as of October 1, 2013.
S-1333-20741110.15October 14, 2015
10.20#
 
Master Manufacturing Agreement by and between the Registrant and Cheng Uei Precision Industry Co., Ltd., dated as of June 27, 2012.
S-1333-20741110.16October 14, 2015
10.21#
 
ASIC Development and Supply Agreement by and between the Registrant, Semiconductor Components Industries, LLC (d/b/a ON Semiconductor) and ON Semiconductor Trading, Ltd., dated as of March 25, 2013.
S-1333-20741110.17October 14, 2015
10.22
 
Warrant Cancellation and Payment Agreement, dated as of February 24, 2017, by and between the Registrant and Starbucks Corporation.
8-K001-3762210.1February 24, 2017
10.23
 
Purchase Agreement, dated February 28, 2017, by and among the Registrant and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the initial purchasers named therein.
8-K001-3762210.1March 6, 2017
10.24
 
Form of Convertible Note Hedge Confirmation.
8-K001-3762210.2March 6, 2017
10.25
 
Form of Warrant Confirmation.
8-K001-3762210.3March 6, 2017
21.1
 
List of subsidiaries of the Registrant.
    
23.1
 
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
    
31.1
 
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    
31.2
 
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    
32.1†
 
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
    
101.INS XBRL Instance Document.    
101.SCH XBRL Taxonomy Extension Schema Document.    
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.    
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.    
101.LAB XBRL Taxonomy Extension Labels Linkbase Document.    
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.    
Incorporated by Reference
Exhibit NumberDescriptionFormFile No.ExhibitFiling Date
10.21*
10.22#
S-1333-20741110.15October 14, 2015
10.23#
S-1333-20741110.16October 14, 2015
10.24#
S-1333-20741110.17October 14, 2015
10.25
10-K001-3762210.23February 27, 2019
10.26
8-K001-3762210.2June 3, 2020
10.27
8-K001-3762210.2February 3, 2021
8-K001-3762210.2March 6, 2017
8-K001-3762210.3March 6, 2017
8-K001-3762210.2May 25, 2018
8-K001-3762210.3May 25, 2018
8-K001-3762210.2March 5, 2020
8-K001-3762210.3March 5, 2020
8-K001-3762210.2November 10, 2020
8-K001-3762210.4November 10, 2020
8-K001-3762210.3November 10, 2020
8-K001-3762210.5November 10, 2020
21.1*
31.1*
31.2*
32.1†*
101.INSXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document..
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Labels Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
____________________

+Indicates management contract or compensatory plan.
#The Registrant has omitted portions of the relevant exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
†The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.




*     Filed herewith.

+Indicates management contract or compensatory plan.
145

#    The Registrant has omitted portions of the relevant exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
†    The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.


Item 16. FORM 10-K SUMMARY
    
None.



112
146





SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 27, 201824, 2022
SQUARE,BLOCK, INC.
By:    /s/ Jack Dorsey
Jack Dorsey
President, Chief Executive Officer, and Chairman




POWER OF ATTORNEY


Each person whose signature appears below hereby constitutes and appoints Jack Dorsey, Sarah FriarAmrita Ahuja and Hillary Smith,Sivan Whiteley, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue hereof.


113
147








Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
SignatureTitleDate
/s/ Jack DorseyPresident, Chief Executive Officer, and Chairman (Principal Executive Officer)February 27, 201824, 2022
Jack Dorsey
/s/ Sarah FriarAmrita AhujaChief Financial Officer (Principal Financial Officer)February 27, 201824, 2022
Sarah FriarAmrita Ahuja
/s/ Ajmere DaleChief Accounting Officer (Principal Accounting Officer)February 27, 201824, 2022
Ajmere Dale
/s/ Roelof BothaDirectorFebruary 27, 201824, 2022
Roelof Botha
/s/ Amy BrooksDirectorFebruary 24, 2022
Amy Brooks
/s/ Shawn CarterDirectorFebruary 24, 2022
Shawn Carter
/s/ Paul Deighton DirectorFebruary 27, 201824, 2022
Paul Deighton
/s/ Randy GaruttiDirectorFebruary 27, 201824, 2022
Randy Garutti
/s/ Jim McKelveyDirectorFebruary 27, 201824, 2022
Jim McKelvey
/s/ Mary MeekerDirectorFebruary 27, 201824, 2022
Mary Meeker
/s/ Anna PattersonDirectorFebruary 27, 201824, 2022
Anna Patterson
/s/ Naveen RaoSharon RothsteinDirectorFebruary 27, 201824, 2022
Naveen RaoSharon Rothstein
/s/ Ruth SimmonsDirectorFebruary 27, 2018
Ruth Simmons
/s/ Lawrence SummersDirectorFebruary 27, 201824, 2022
Lawrence Summers
/s/ David ViniarDirectorFebruary 27, 201824, 2022
David Viniar
/s/ Darren WalkerDirectorFebruary 24, 2022
Darren Walker



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