33 unchanged sentences
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We have also 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, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting.
+Added: We have also 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, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
12 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the 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.
−Removed: Loans Held for Sale, at fair value— Refer to Notes 1, 4, and 15 to the financial statements
+Added: Loans at fair value— Refer to Notes 1, 4, and 15 to the financial statements
Critical Audit Matter Description
−Removed: The Company has elected the fair value option to measure loans held for sale which are classified as Level 3 instruments because the valuations utilize significant unobservable inputs.
−Removed: As of December 31, 2022, loans held for sale, at fair value, were $13.6 billion.
−Removed: The Company determines the fair value of loans held for sale using a discounted cash flow calculation, which is a form of the income approach, while also considering market data as it becomes available.
+Added: The Company has elected the fair value option to measure personal and student loans, which are classified as Level 3 instruments because the valuations utilize significant unobservable inputs.
+Added: The Company determines the fair value of the loans using a discounted cash flow calculation, which is a form of the income approach, while also considering market data as it becomes available.
Management estimates the future cash flows of each loan portfolio using key loan metrics and significant unobservable inputs.
−Removed: The significant assumptions used in the valuation model include conditional prepayment rate, annual default rate and discount rate.
−Removed: We identified loans held for sale, at fair value, as a critical audit matter because of the unobservable inputs management uses to estimate fair value.
+Added: The significant unobservable assumptions used in the valuation model include conditional prepayment rate, annual default rate and discount rate.
+Added: We identified certain personal and student loans at fair value, as a critical audit matter because of the unobservable inputs management uses to estimate fair value.
This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
−Removed: SoFi Technologies, Inc.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the fair value measurement of loans held for sale included the following, among others:
−Removed: • We tested the effectiveness of internal controls over the fair value of loans held for sale, including management’s controls over the evaluation of the reasonableness of unobservable inputs used in the valuation.
−Removed: • We evaluated the valuation models and the related assumptions, including significant unobservable inputs, and underlying loan data used by management and their third-party valuation expert.
−Removed: • We tested the completeness and accuracy of the source information derived from the Company’s loan data, which is used in the valuation model.
−Removed: • With the assistance of our fair value specialists, we developed independent fair value estimates and compared our estimates to the Company’s estimates.
−Removed: Acquisition of Technisys S.A.
−Removed: – Fair Value of Developed Technology and Customer-related Intangible Assets — Refer to Notes 1, 2 and 8 to the financial statements
−Removed: Critical Audit Matter Description
−Removed: The Company completed the acquisition of Technisys S.A.
−Removed: (“Technisys”) on March 3, 2022.
−Removed: The acquisition was accounted for as a business combination.
−Removed: The Company accounts for acquisitions of entities or asset groups that qualify as businesses using the acquisition method of accounting.
−Removed: Accordingly, the purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date, which are measured in accordance with fair value measurement principles.
−Removed: The allocation of the total purchase consideration to the estimated fair values of the developed technology and customer-related intangible assets acquired was $187 million and $42 million, respectively.
−Removed: Management used the Multi-Period Excess Earnings Method, a form of the income approach, to estimate the fair value of the developed technology.
−Removed: The significant assumptions include:
−Removed: (i) the estimated annual net cash flows, which are a function of expected earnings attributable to the asset (and include an assumed technology migration curve), and (ii) an assumed discount rate, which reflects the risk of the asset relative to the overall risk of Technisys.
−Removed: Management used the With and Without Method, a form of the income approach, to value the customer-related intangible assets.
−Removed: The significant assumptions include:
−Removed: (i) the estimated net cash flows both with the existing customer base and without the existing customer base, which include assumptions regarding revenue ramp-up periods and retention rates, and (ii) an assumed discount rate, which reflects the risk of the asset relative to the overall risk of Technisys.
−Removed: We identified the developed technology and customer-related intangible assets for Technisys as a critical audit matter because of the significant estimates and assumptions management made to determine the fair value of these assets.
−Removed: This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions.
−Removed: How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the developed technology and customer-related intangible assets assumed for the Technisys acquisition included the following, among others:
−Removed: • We assessed the reasonableness of management’s estimated net cash flows by inquiring of management regarding its processes for developing projected financial information and comparing the projections to historical results achieved by Technisys, historical results of the Company and other acquisitions completed in recent years, and comparable peer companies.
−Removed: • We assessed the reasonableness of management’s assumption of the revenue ramp-up periods by evaluating Technisys’ historical growth trends, and testing the source information, including the number of existing customers through inspection of customer contracts.
−Removed: • We assessed the reasonableness of management’s assumption of the retention rates by evaluating Technisys’ historical retention rate, including testing of the source information, and comparing the retention rate to historical results achieved by comparable peer companies.
+Added: Our audit procedures related to the fair value measurement of the personal and student loans included the following, among others:
SoFi Technologies, Inc.
−Removed: • With the assistance of our fair value specialists, we evaluated:
−Removed: ◦ the reasonableness of the income approach valuation methodologies by assessing management’s application of the Multi-Period Excess Earnings Method and the With and Without Method,
−Removed: ◦ the reasonableness of the technology migration curve and discount rates used in the valuation by developing a range of independent estimates and comparing those to the assumptions selected by management, and
−Removed: ◦ the mathematical accuracy of the valuation analysis.
−Removed: Goodwill — Galileo Reporting Unit - Refer to Notes 1 and 8 to the financial statements
+Added: • We tested the effectiveness of internal controls over the fair value of personal and student loans, including management’s controls over the evaluation of the reasonableness of unobservable inputs used in the valuation.
+Added: • We tested the completeness and accuracy of the source information derived from the Company’s loan data, which is used in the valuation model.
+Added: • We evaluated the valuation models and the related assumptions, including significant unobservable inputs, and underlying loan data used by management.
+Added: • With the assistance of our fair value specialists, we developed independent fair value estimates of certain personal and student loans at fair value and compared our estimates to the Company’s estimates.
+Added: Goodwill — Galileo and Technisys Reporting Units - Refer to Notes 1 and 8 to the financial statements
Critical Audit Matter Description
1 unchanged sentence
The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying amount.
−Removed: The Company performed a quantitative goodwill impairment assessment on the Galileo reporting unit using a combination of a discounted cash flow (“DCF”) calculation, which is a form of the income approach, and a market multiples calculation, which is a form of the market approach.
−Removed: As of December 31, 2022, the Company had a goodwill balance of $1.62 billion, of which $1.59 billion was attributable to the Technology Platform reportable segment, which includes the Galileo reporting unit.
−Removed: The fair value of the Galileo reporting unit exceeded its carrying value as of the measurement date and, therefore, no impairment was recognized.
−Removed: We identified goodwill for the Galileo reporting unit as a critical audit matter because of the significant estimates and assumptions made by management to estimate the fair value of Galileo used in the quantitative impairment assessment.
−Removed: This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s significant estimates and assumptions.
+Added: The Company determines the fair value of its reporting units using a combination of a discounted cash flow (“DCF”) calculation, which is a form of the income approach, and a market multiples calculation, which is a form of the market approach.
+Added: The determination of the fair value of a reporting unit requires management to make significant estimates and assumptions related to forecasted future revenues and cash flows, the discount rate, and the determination of market multiples.
+Added: Changes in these assumptions could have a significant impact on either the fair value of the reporting units, the amount of any goodwill impairment charge, or both.
+Added: During the third quarter of 2023, the Company performed an interim quantitative assessment on the Galileo and Technisys reporting units.
+Added: As a result of this assessment, the fair value of the Galileo and Technisys reporting units were determined to be below their carrying values by 9.9% and 14.8%, respectively, resulting in management recognizing goodwill impairment charges of $124.5 million and $122.7 million for the Galileo and Technisys reporting units, respectively.
+Added: We identified the Company’s interim quantitative assessment performed on the Galileo and Technisys reporting units as a critical audit matter because of certain significant estimates and assumptions made by management to estimate the fair values of these reporting units.
+Added: This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecasted future revenues and cash flows, the discount rate, and the determination of market multiples, specifically due to the sensitivity of the fair value and the goodwill impairment charge to changes in the assumptions.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the significant estimates and assumptions made by management to estimate the fair value of Galileo used in the quantitative impairment assessment included the following, among others:
−Removed: • We tested the effectiveness of internal controls over the Company’s evaluation of goodwill for impairment.
−Removed: • With the assistance of our fair value specialists, we evaluated the appropriateness of the methodology and reasonableness of the significant estimates and assumptions.
+Added: Our audit procedures related to the significant estimates and assumptions made by management to estimate the fair value of the Galileo and Technisys reporting units used in the interim quantitative assessment included the following, among others:
+Added: • We tested the effectiveness of controls over management's interim quantitative impairment assessment, including those controls related to management’s forecast of future revenues and cash flows, selection of discount rates and determination of market multiples.
+Added: • With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and the key assumptions used in the assessment, including the selection of discount rates for which we tested the mathematical accuracy of the calculation, and developed a range of independent estimates and compared those to the discount rate selected by management.
+Added: For the determination of market multiples, our specialist evaluated the peer set utilized, the selection and calculation of the multiples, and weighting of the multiples.
+Added: • We evaluated management's ability to accurately forecast future revenues and cash flows by (1) understanding management’s process for developing their forecasts, and (2) comparing the forecasts to historical results, projections utilized in the prior year goodwill impairment analysis, and forecasted information included in analyst and industry reports of the Company and companies in its peer group.
/s/ Deloitte & Touche LLP
San Francisco, California
−Removed: March 1, 2023
+Added: February 27, 2024
We have served as the Company’s auditor since 2017.
8 unchanged sentences
Loans held for sale, at fair value 15,396,771 13,557,074
+Added: Loans held for investment, at fair value
Loans held for investment (less allowance for credit losses on loans at amortized cost of $ 54,695 and $ 40,788 as of December 31, 2023 and 2022, respectively)
1 unchanged sentence
Servicing rights 180,469 149,854
−Removed: Equity method investments — 19,739
Property, equipment and software 216,908 170,104
6 unchanged sentences
Liabilities, temporary equity and permanent equity
−Removed: Noninterest-bearing deposits $ 76,504 $ —
Interest-bearing deposits $ 18,568,993 $ 7,265,792
+Added: Noninterest-bearing deposits 51,670 76,504
Total deposits 18,620,663 7,342,296
22 unchanged sentences
(2) Includes 100,000,000 non-voting common shares authorized and no non-voting common shares issued and outstanding as of December 31, 2023 and 2022.
−Removed: See Note 13 for additional information.
+Added: Equity for additional information.
The accompanying notes are an integral part of these consolidated financial statements.
3 unchanged sentences
(In Thousands, Except for Share Data)
−Removed: The following table presents the assets and liabilities of consolidated variable interest entities (“VIEs”) which are included in our consolidated balance sheets.
+Added: The following table presents the assets and liabilities of consolidated VIEs which are included in our consolidated balance sheets.
The assets in the below table may only be used to settle obligations of consolidated VIEs and are in excess of those obligations as of the dates presented.
2 unchanged sentences
Loans held for sale, at fair value 502,757 931,701
+Added: Loans held for investment, at fair value 221,461 —
Total assets $ 774,765 $ 999,852
11 unchanged sentences
Interest income
−Removed: $ 749,071 $ 337,862 $ 330,353
−Removed: Securitizations
+Added: Loans and securitizations
$ 1,944,128 $ 759,504 $ 351,971
10 unchanged sentences
Noninterest income
−Removed: Loan origination and sales
−Removed: 605,403 497,626 371,323
−Removed: Securitizations
+Added: Loan origination, sales, and securitizations
371,812 565,372 482,764
14 unchanged sentences
511,011 501,618 498,534
+Added: Goodwill impairment 247,174 — —
Provision for credit losses 54,945 54,332 7,573
1 unchanged sentence
Loss before income taxes ( 301,158 ) ( 318,721 ) ( 481,177 )
−Removed: Income tax (expense) benefit
+Added: Income tax benefit (expense)
416 ( 1,686 ) ( 2,760 )
Net loss $ ( 300,742 ) $ ( 320,407 ) $ ( 483,937 )
−Removed: Other comprehensive loss
−Removed: Unrealized losses on available-for-sale securities, net ( 7,260 ) ( 1,351 ) —
+Added: Other comprehensive income (loss)
+Added: Unrealized gains (losses) on available-for-sale securities, net
+Added: 6,410 ( 7,260 ) ( 1,351 )
Foreign currency translation adjustments, net 677 435 46
−Removed: Total other comprehensive loss ( 6,825 ) ( 1,305 ) ( 145 )
+Added: Total other comprehensive income (loss)
+Added: 7,087 ( 6,825 ) ( 1,305 )
Comprehensive loss $ ( 293,655 ) $ ( 327,232 ) $ ( 485,242 )
9 unchanged sentences
(In Thousands, Except for Share Data)
−Removed: Common Stock Additional
−Removed: Capital Accumulated
−Removed: Comprehensive
−Removed: Loss Accumulated
−Removed: Deficit Permanent
−Removed: Equity (Deficit) Temporary Equity
+Added: Common Stock Additional Paid-In Capital
+Added: Accumulated Other Comprehensive Income (Loss)
+Added: Accumulated Deficit
+Added: Permanent Equity (Deficit)
+Added: Temporary Equity
Shares Amount Shares Amount
5 unchanged sentences
Exercise of common stock options 8,523,468 — 25,154 — — 25,154 — —
−Removed: Vested stock options assumed in acquisition — — 32,197 — — 32,197 — —
−Removed: Common stock purchases ( 114,819 ) — — — ( 566 ) ( 566 ) — —
Redeemable preferred stock dividends — — ( 40,426 ) — — ( 40,426 ) — —
−Removed: Note receivable issuance to stockholder, inclusive of interest — — ( 1,764 ) — — ( 1,764 ) — —
−Removed: Note receivable payments from stockholder, inclusive of interest — — 47,823 — — 47,823 — —
−Removed: Issuance of redeemable preferred stock — — — — — — 91,921,020 814,156
−Removed: Preferred stock redemption — — ( 52,658 ) — — ( 52,658 ) ( 26,941,263 ) ( 80,201 )
−Removed: Issuance of common stock in acquisition 1,919,356 — 15,565 — — 15,565 — —
−Removed: Issuance of common stock 34,973,294 — 369,840 — — 369,840 — —
−Removed: Common stock issuance costs — — ( 56 ) — — ( 56 ) — —
−Removed: Net loss — — — — ( 224,053 ) ( 224,053 ) — —
−Removed: Other comprehensive loss, net of taxes — — — ( 145 ) — ( 145 ) — —
−Removed: Balance at December 31, 2020 115,084,358 $ — $ 579,228 $ ( 166 ) $ ( 699,177 ) $ ( 120,115 ) 469,150,522 $ 3,173,686
−Removed: Share-based compensation expense — — 246,787 — — 246,787 — —
−Removed: Equity-based payments to non-employees 18,058 — 360 — — 360 — —
−Removed: Vesting of RSUs 16,427,162 2 ( 2 ) — — — — —
−Removed: Stock withheld related to taxes on vested RSUs ( 2,405,588 ) — ( 42,644 ) — — ( 42,644 ) — —
−Removed: Exercise of common stock options 8,523,468 — 25,154 — — 25,154 — —
−Removed: Redeemable preferred stock dividends — — ( 40,426 ) — — ( 40,426 ) — —
Issuance of contingently issuable stock 1,601,781 — — — — — — —
11 unchanged sentences
Other comprehensive loss, net of taxes
+Added: — — — ( 1,305 ) — ( 1,305 ) — —
Balance at December 31, 2021
+Added: $ ( 1,183,114 )
Share-based compensation expense
+Added: — — 328,571 — — 328,571 — —
Equity-based payments to non-employees
+Added: 100,000 — — — — — — —
Vesting of RSUs 23,183,000 2 ( 2 ) — — — — —
7 unchanged sentences
Balance at December 31, 2022 933,896,120 $ 93 $ 6,719,826 $ ( 8,296 ) $ ( 1,503,521 ) $ 5,208,102 3,234,000 $ 320,374
+Added: Share-based compensation expense — — 302,342 — — 302,342 — —
+Added: Vesting of RSUs 33,564,543 3 ( 3 ) — — — — —
+Added: Stock withheld related to taxes on vested RSUs ( 1,866,434 ) — ( 15,300 ) — — ( 15,300 ) — —
+Added: Exercise of common stock options 796,883 — 1,145 — — 1,145 — —
+Added: Common stock retired ( 19,319 ) — — — — — — —
+Added: Extinguishment of convertible notes by issuance of common stock
+Added: 9,490,000 1 72,402 — — 72,403 — —
+Added: Redeemable preferred stock dividends — — ( 40,425 ) — — ( 40,425 ) — —
+Added: Net loss — — — — ( 300,742 ) ( 300,742 ) — —
+Added: Other comprehensive income, net of taxes
+Added: — — — 7,087 — 7,087 — —
+Added: Balance at December 31, 2023 975,861,793 $ 97 $ 7,039,987 $ ( 1,209 ) $ ( 1,804,263 ) $ 5,234,612 3,234,000 $ 320,374
The accompanying notes are an integral part of these consolidated financial statements.
10 unchanged sentences
Depreciation and amortization 201,416 151,360 101,568
+Added: Goodwill impairment 247,174 — —
Deferred debt issuance and discount expense 20,104 18,292 18,292
+Added: Gain on extinguishment of convertible debt
+Added: ( 14,574 ) — —
Provision for credit losses 54,945 54,332 7,573
Deferred income taxes ( 15,828 ) ( 3,498 ) 1,204
+Added: Fair value changes in loans held for investment
+Added: ( 44,007 ) — —
Fair value changes in residual interests classified as debt 425 6,608 22,802
2 unchanged sentences
Equity method investment earnings
−Removed: Accretion of seller note interest expense — — 6,002
Other ( 14,046 ) 13,426 ( 12,467 )
1 unchanged sentence
Changes in loans held for sale, net ( 7,779,008 ) ( 7,463,474 ) ( 1,308,329 )
+Added: Changes in loans previously classified as held for sale, net
Servicing assets ( 31,604 ) 18,405 ( 18,662 )
−Removed: Related party notes receivable interest income — 1,399 1,121
Other assets ( 5,506 ) ( 56,861 ) ( 10,700 )
Accounts payable, accruals and other liabilities 42,088 6,365 ( 9,022 )
+Added: Related party notes receivable interest income — — 1,399
Net cash used in operating activities $ ( 7,227,139 ) $ ( 7,255,858 ) $ ( 1,350,217 )
Investing activities
−Removed: Purchases of property, equipment, software and intangible assets $ ( 93,201 ) $ ( 52,261 ) $ ( 24,549 )
+Added: Purchases of property, equipment and software
+Added: $ ( 111,409 ) $ ( 93,201 ) $ ( 52,261 )
Capitalized software development costs ( 9,783 ) ( 10,532 ) —
7 unchanged sentences
Acquisition of businesses, net of cash acquired ( 72,301 ) 58,540 —
−Removed: Related party notes receivable issuances — — ( 7,643 )
Proceeds from repayment of related party notes receivable — — 16,693
8 unchanged sentences
Financing activities
+Added: Net change in deposits $ 11,231,904 $ 7,152,975 $ —
Net change in debt facilities 180,554 1,418,456 ( 1,186,880 )
2 unchanged sentences
Payment of debt issuance costs ( 11,903 ) ( 8,287 ) ( 9,465 )
−Removed: Net change in deposits 7,152,975 — —
Taxes paid related to net share settlement of share-based awards ( 15,300 ) ( 8,983 ) ( 42,644 )
9 unchanged sentences
Payment of deferred equity costs — — ( 56 )
−Removed: Proceeds from common stock issuances — — 369,840
−Removed: Note receivable principal repayments from stockholder — — 43,513
Net cash provided by financing activities $ 10,885,602 $ 8,439,485 $ 684,987
7 unchanged sentences
Total cash, cash equivalents, restricted cash and restricted cash equivalents $ 3,615,578 $ 1,846,302 $ 768,437
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Consolidated Statements of Cash Flows (Continued)
−Removed: (In Thousands)
−Removed: Year Ended December 31,
−Removed: 2022 2021 2020
Supplemental cash flow information
2 unchanged sentences
Supplemental non-cash investing and financing activities
−Removed: Loans held for investment received in acquisition $ 84,485 $ — $ —
+Added: Deposits credited but not yet received in cash $ 67,257 $ 31,305 $ —
+Added: Deconsolidation of securitization and residual debt 92,914 99,695 —
+Added: Extinguishment of convertible notes by issuance of common stock 87,047 — —
+Added: Securitization investments acquired via loan transfers 18,985 — 118,274
+Added: Derecognition of securitization investments 5,325 40,933 —
Deposits assumed in acquisition — 158,016 —
−Removed: Debt assumed in acquisition 2,000 — 5,832
+Added: Loans held for investment received in acquisition — 84,485 —
Available-for-sale securities received in acquisition — 10,014 —
−Removed: Derecognition of securitization investments 40,933 — —
−Removed: Property, equipment and software acquired in acquisition 3,192 — 2,026
−Removed: Non-cash loan reduction 1,798 — —
−Removed: Deferred debt issuance costs accrued but unpaid 413 925 1,600
−Removed: Deconsolidation of securitization debt 99,695 — 770,918
−Removed: Deconsolidation of residual interests classified as debt — — 101,718
−Removed: Securitization investments acquired via loan transfers — 118,274 151,768
−Removed: Costs directly attributable to the issuance of common stock paid in prior year — 588 —
−Removed: Seller note issued in acquisition — — 243,998
−Removed: Redeemed but unpaid common stock — — 526
−Removed: Redeemed but unpaid redeemable preferred stock — — 132,859
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
Social Finance, Inc.
−Removed: (“Social Finance”) entered into a merger agreement (the “Agreement”) with Social Capital Hedosophia Holdings Corp.
−Removed: V (“SCH”) on January 7, 2021.
+Added: (“Social Finance”) entered into a merger agreement (the “Agreement”) with SCH on January 7, 2021.
The transactions contemplated by the terms of the Agreement were completed on May 28, 2021 (the “Closing”), in conjunction with which SCH changed its name to SoFi Technologies, Inc.
9 unchanged sentences
During 2022, the Company became a bank holding company and began operating as SoFi Bank, National Association, through its acquisition of Golden Pacific Bancorp, Inc., and expanded its platform to include a cloud-native digital and core banking platform with customers in Latin America through its acquisition of Technisys S.A., allowing the Company to expand its technology platform services to a broader international market.
+Added: During 2023, the Company acquired Wyndham Capital Mortgage, a fintech mortgage lender.
For additional information on our recent business combinations, see Note 2.
+Added: Business Combinations .
For additional information on our reportable segments, see Note 20.
+Added: Business Segment and Geographic Information .
Summary of Significant Accounting Policies
2 unchanged sentences
All intercompany accounts were eliminated in consolidation.
−Removed: The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and in accordance with the rules and regulations of the SEC.
+Added: The consolidated financial statements were prepared in conformity with GAAP and in accordance with the rules and regulations of the SEC.
In our consolidated financial statements, we made the following presentation changes in 2023:
−Removed: • in our consolidated balance sheets, (i) combined the financial statement line items for investments in available-for-sale securities and securitization investments and presented within investment securities, and (ii) broke out the financial statement line item loans into loans held for sale and loans held for investment ;
−Removed: • in our consolidated statements of operations and comprehensive income (loss), (i) reclassified amounts within the financial statement line item interest income—related party notes to interest income—other , as the balances were immaterial for separate presentation, and (ii) renamed the financial statement line item for noninterest income—technology platform fees to noninterest income—technology products and solutions to accommodate noninterest income earned from Technisys.
−Removed: See Note 3 for our presentation of disaggregated revenue and Note 2 for our discussion of business combinations;
−Removed: • in our consolidated statements of cash flows, (i) reclassified amounts related to the provision for credit losses to a separate financial statement line item from other within the adjustments to reconcile net loss to net cash used in operating activities , (ii) combined amounts in prior years separately disclosed under the captions equity-based payments to non-employees and fair value adjustment to related party notes receivable into other within the adjustments to reconcile net cash to net cash used in operating activities , as they were immaterial individually and in aggregate and did not recur, and (iii) netted the financial statement line items for originations and purchase of loans
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: with proceeds from sales and repayments of loans and presented within changes in loans held for sale, net within cash flows from operating activities, consistent with industry practice.
+Added: • in our consolidated statements of operations and comprehensive loss, (i) combined the financial statement line items for interest income—loans and interest income—securitizations and presented within interest income—loans and securitizations ;
+Added: • in our consolidated statements of operations and comprehensive loss, (i) combined the financial statement line items for noninterest income—loan origination and sales and noninterest income—securitizations and presented within noninterest income—loan origination, sales and securitizations .
In all instances, the respective prior period amounts were recast to conform to the current period presentation.
5 unchanged sentences
(i) fair value measurements, (ii) business combinations, and (iii) goodwill.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Business Combinations
6 unchanged sentences
During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the allocation of purchase consideration and to the fair values of assets acquired and liabilities assumed to the extent that additional information becomes available.
−Removed: After this period, any subsequent adjustments are recorded in the consolidated statements of operations and comprehensive income (loss).
+Added: After this period, any subsequent adjustments are recorded in the consolidated statements of operations and comprehensive loss.
Variable Interest Entities
−Removed: We enter into arrangements in which we originate loans, establish a special purpose entity (“SPE”), and transfer loans to the SPE.
+Added: We enter into arrangements in which we originate loans, establish a SPE, and transfer loans to the SPE.
We retain the servicing rights of those loans and hold additional interests in the SPE.
10 unchanged sentences
There are no liquidity arrangements, guarantees or other commitments by third parties that may affect the fair value or risk of our variable interests in consolidated VIEs.
−Removed: Refer to Note 7 for more details regarding our consolidated VIEs.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: Refer to Note 7.
+Added: Securitization and Variable Interest Entities for more details regarding our consolidated VIEs.
Fair Value Measurements
7 unchanged sentences
These unobservable assumptions reflect estimates of inputs that market participants would use in pricing the asset or liability.
−Removed: Valuation techniques include the use of option pricing models, discounted cash flow models, or similar techniques, which incorporate management’s own estimates of assumptions that market participants would use in pricing the asset or liability.
+Added: Valuation techniques include the use of option pricing models, discounted
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: cash flow models, or similar techniques, which incorporate management’s own estimates of assumptions that market participants would use in pricing the asset or liability.
A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
Instruments are categorized in Level 3 of the fair value hierarchy based on the significance of unobservable factors in the overall fair value measurement.
−Removed: As a result, the related gains and losses for assets and liabilities within the Level 3 category presented in Note 15 may include changes in fair value that are attributable to both observable and unobservable inputs.
+Added: As a result, the related gains and losses for assets and liabilities within the Level 3 category presented in Note 15.
+Added: Fair Value Measurements may include changes in fair value that are attributable to both observable and unobservable inputs.
+Added: We utilize third-party valuation specialists to perform a valuation of these Level 2 and Level 3 financial instruments on a monthly basis with quarterly oversight by a Valuation Working Group established by the Company that comprises leaders across finance, capital markets and accounting.
Transfers of Financial Assets
11 unchanged sentences
Cash proceeds received from these transfers are reported as liabilities, with related interest expense recognized over the life of the related secured borrowing.
−Removed: As a component of the loan sale agreements, we make certain representations to third parties that purchase our previously-held loans, some of which include Government-Sponsored Enterprises (“GSE”) repurchase requirements and all of which are standard in nature and do not constrain our ability to recognize a sale for accounting purposes.
+Added: As a component of the loan sale agreements, we make certain representations to third parties that purchase our previously-held loans, some of which include GSE repurchase requirements and all of which are standard in nature and do not constrain our ability to recognize a sale for accounting purposes.
Any significant estimated post-sale obligations or contingent obligations to the purchaser of the loans arising from these representations are accrued if probable and estimable.
We establish a loan repurchase liability, which is based on historical experience and any current developments which would make it probable that we would buy back loans previously sold to third parties at the historical sales price.
−Removed: The loan repurchase liability is presented within accounts payable, accruals and other liabilities in the
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: consolidated balance sheets, with the corresponding charges recorded within noninterest income—loan origination and sales in the consolidated statements of operations and comprehensive income (loss).
+Added: The loan repurchase liability is presented within accounts payable, accruals and other liabilities in the consolidated balance sheets, with the corresponding charges recorded within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
Cash and Cash Equivalents
3 unchanged sentences
Restricted cash and restricted cash equivalents primarily include cash deposits, certificate of deposit accounts held on reserve, money market funds held by consolidated VIEs and collection balances.
−Removed: These accounts are earmarked as restricted because the balances are either member balances held in our custody, cash segregated for regulatory purposes associated with brokerage activities, escrow requirements for certain debt facilities and derivative agreements, deposits required by various bank holding companies we partner with (“Member Banks”) that support one or more of our products, loan collection balances awaiting disbursement, consolidated VIE cash balances that we cannot use for general operating purposes, or other legally restricted balances.
+Added: These accounts are earmarked as restricted because the balances are either member balances held in our custody, cash segregated for regulatory purposes associated with brokerage activities, escrow requirements for certain debt facilities and derivative agreements, deposits required by various bank holding companies we partner with (“Member Banks”) that support one or more of our products, loan collection balances
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: awaiting disbursement, consolidated VIE cash balances that we cannot use for general operating purposes, or other legally restricted balances.
+Added: Loan Classification
+Added: We classify loans as held for sale or held for investment based on management’s assessment of its intent and ability to hold the loans for the foreseeable future or until maturity, which may change over time.
+Added: A loan that is initially designated as held for sale or held for investment may be reclassified when our intent for that loan changes.
+Added: The accounting and measurement framework for loans differs depending on the loan classification and whether we elect the fair value option.
+Added: The presentation within the consolidated statements of cash flows is based on management’s intent at origination.
+Added: Cash flows related to loans that are originated with the intent to sell are included in cash flows from operating activities in the consolidated statements of cash flows.
+Added: Cash flows related to loans that are originated with the intent to hold for investment are included in cash flows from investing activities in the consolidated statements of cash flows.
Our loan portfolio primarily consists of:
−Removed: (i) personal loans, student loans and home loans, which are held for sale and measured at fair value, and (ii) credit cards, and commercial and consumer banking loans, which are held for investment and measured at amortized cost.
+Added: (i) personal loans, student loans and home loans, which are measured at fair value and held for sale or held for investment, and (ii) senior secured loans, credit cards, and commercial and consumer banking loans, which are measured at amortized cost and held for investment.
The commercial and consumer banking portfolio is primarily inclusive of commercial real estate loans, commercial and industrial loans and residential real estate and other consumer loans.
−Removed: Loans Held for Sale
−Removed: Loans that we have the intent and ability to sell to third-party purchasers are classified as held for sale.
−Removed: We elected the fair value option to measure our personal loans, student loans and home loans, as we believe that fair value best reflects the expected economic performance of the loans, as well as our intentions given our primary gain-on-sale origination model.
+Added: Loans Measured at Fair Value
+Added: We elected the fair value option to measure our personal loans, student loans and home loans, as we believe that fair value best reflects the expected economic performance of the loans.
Therefore, these loans are carried at fair value on a recurring basis.
−Removed: Loans do not trade in an active market with readily observable prices.
+Added: During the year ended December 31, 2023, we transferred home loans out of Level 3 and into Level 2 due to an update to pricing sources utilized by third-party valuation specialists, as part of the integration of Wyndham.
+Added: Other loans do not trade in an active market with readily observable prices and are classified as Level 3.
We determine the fair value of our loans using a discounted cash flow methodology, while also considering market data as it becomes available.
−Removed: Direct fees, which primarily relate to home loan originations, are recognized in earnings as earned and are recorded within noninterest income—loan origination and sales in the consolidated statements of operations and comprehensive income (loss).
−Removed: Direct loan origination costs are recognized in earnings as incurred and are recorded within noninterest expense—cost of operations in the consolidated statements of operations and comprehensive income (loss).
−Removed: We record the initial fair value measurement and subsequent measurement changes in fair value in the period in which the changes occur within noninterest income—loan origination and sales in the consolidated statements of operations and comprehensive income (loss).
+Added: Direct fees, which primarily relate to personal and home loan originations, are recognized in earnings as earned and are recorded within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
+Added: Direct loan origination costs are recognized in earnings as incurred and are recorded within noninterest expense—cost of operations in the consolidated statements of operations and comprehensive loss.
+Added: We record the initial fair value measurement and subsequent measurement changes in fair value in the period in which the changes occur within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
We record cash flows related to loans held for sale within cash flows from operating activities in the consolidated statements of cash flows.
−Removed: Securitized loans are assets held by consolidated SPEs as collateral for bonds issued, for which fair value changes are recorded within noninterest income—securitizations in the consolidated statements of operations and comprehensive income (loss).
−Removed: Gains or losses recognized upon deconsolidation of a VIE are also recorded within noninterest income—securitizations .
+Added: Securitized loans are assets held by consolidated SPEs as collateral for bonds issued, for which fair value changes are recorded within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
+Added: Gains or losses recognized upon deconsolidation of a VIE are also recorded within noninterest income—loan origination, sales, and securitizations .
We consider a loan to be delinquent when the borrower has not made the scheduled payment amount within one day after the scheduled payment date, provided the borrower is not in school or in deferment, forbearance or within an agreed-upon grace period.
13 unchanged sentences
For all loans, we stop accruing interest and reverse all accrued but unpaid interest on the date of charge-off.
−Removed: Additional information about our loans held for sale is included in Note 4, Note 7 and Note 15.
−Removed: Loans Held for Investment
−Removed: For our commercial and consumer banking loans, direct loan origination costs are deferred and amortized using the effective interest method over the contractual term of the loans within interest income—loans in the consolidated statements of operations and comprehensive income (loss).
+Added: Additional information about our loans held for sale is included in Note 4.
+Added: Loans , Note 7.
+Added: Securitization and Variable Interest Entities and Note 15.
+Added: Fair Value Measurements .
+Added: Loans Measured at Amortized Cost
+Added: For our senior secured and commercial and consumer banking loans, direct loan origination costs are deferred and amortized using the effective interest method over the contractual term of the loans within interest income—loans and securitizations in the consolidated statements of operations and comprehensive loss.
As of December 31, 2023, the remaining balance of deferred costs was immaterial.
−Removed: We present accrued interest for loans held for investment within loans held for investment in the consolidated balance sheets.
+Added: We present accrued interest for loans measured at amortized cost within loans held for investment, at amortized cost in the consolidated balance sheets.
+Added: The amortized cost of these loans is subject to our allowance for credit losses methodology described within “ Allowance for Credit Losses ” herein.
We record cash flows related to loans held for investment within cash flows from investing activities in the consolidated statements of cash flows.
+Added: Credit card receivables are reported at the amounts due from members, including accrued interest and fees, and unamortized net deferred loan origination fees and costs.
+Added: Loan origination fees and direct loan origination costs are amortized on a straight-line basis over a 12-month period as adjustments to income through interest income—loans and securitizations in the consolidated statements of operations and comprehensive loss.
Credit card balances are reported as delinquent when they become 30 or more days past due.
2 unchanged sentences
When recovery payments are received against charged off credit card balances, we record a direct reduction to the provision for credit losses.
−Removed: Credit card receivables associated with alleged or potential fraudulent transactions are charged off through noninterest expense—general and administrative in the consolidated statements of operations and comprehensive income (loss).
+Added: Credit card receivables associated with alleged or potential fraudulent transactions are charged off through noninterest expense—general and administrative in the consolidated statements of operations and comprehensive loss.
Commercial and consumer banking loans are reported as delinquent when they become 30 or more days past due.
2 unchanged sentences
For commercial loans, performance is monitored on an individual loan basis and delinquent loans are charged off when collectability of interest and principal on the loan is not reasonably assured.
+Added: Senior secured loans are term loan arrangements secured by underlying loans owned by the debtor.
+Added: Senior secured loans are reported as delinquent when they become 30 or more days past due, and are charged off after 120 days of delinquency or on the date of confirmed loss.
+Added: Financial Guarantees
+Added: We entered into a credit default swap related to our student loans which meets the definition of a financial guarantee and is excluded from derivative accounting treatment.
+Added: We apply the insurance contract claim method by deferring the full estimated amount of premiums paid and payable at inception.
+Added: The deferred premium is estimated using a discounted cash flow model considering the expected performance of the reference portfolio and recorded within other assets and accounts payable, accruals and other liabilities in the consolidated balance sheets.
+Added: Deferred premiums are amortized based on actual premiums due and recognized in noninterest expense—general and administrative in the consolidated statements of operations and comprehensive loss.
+Added: We recognize a receivable and related earnings when a loss event occurs, we have the right to submit a claim, and recovery is probable.
Allowance for Credit Losses
We primarily evaluate expected credit losses under the current expected credit loss model for the following financial assets:
−Removed: (i) cash equivalents and restricted cash equivalents, (ii) accounts receivable from contracts with customers, inclusive of servicing related receivables, (iii) loans measured at amortized cost, and (iv) investments in available-for-sale (“AFS”) debt securities.
+Added: (i) cash equivalents and restricted cash equivalents, (ii) accounts receivable from contracts with customers, inclusive of servicing related receivables, (iii) loans measured at amortized cost, and (iv) investments in AFS debt securities.
Our approaches to measuring the allowance for credit losses on the applicable financial assets are as follows:
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Cash equivalents and restricted cash equivalents :
8 unchanged sentences
Based on this analysis, we determined that our historical loss rates remained most indicative of our lifetime expected losses.
−Removed: We record the provision for credit losses on accounts receivable from contracts with customers within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive income (loss).
+Added: We record the provision for credit losses on accounts receivable from contracts with customers within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive loss.
When we determine that a receivable is not collectible, we write off the uncollectible amount as a reduction to both the allowance and the gross asset balance.
Recoveries are recorded when received and credited to the provision for credit losses.
−Removed: Any change in the assumptions used in analyzing a specific account receivable may result in an additional allowance for credit
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: losses being recognized in the period in which the change occurs.
−Removed: See Note 5 for a rollforward of the allowance for credit losses related to our accounts receivable.
+Added: Any change in the assumptions used in analyzing a specific account receivable may result in an additional allowance for credit losses being recognized in the period in which the change occurs.
+Added: Allowance for Credit Losses for a rollforward of the allowance for credit losses related to our accounts receivable.
+Added: Senior secured loans :
+Added: We evaluate the credit quality of our senior secured loan portfolio based on the fair value of underlying collateral, which are subject to the requirements of our loan underwriting process and risk models upon origination.
+Added: This analysis is performed on a quarterly basis utilizing a third-party valuation specialist, whereby the fair value of underlying collateral is reassessed based on relevant information such as funded loan rates and historical loss experience, among other factors.
+Added: An allowance for credit losses is required when there is an expected credit loss after considering the fair value of the collateral as well as any anticipated future changes in the underlying collateral.
+Added: As of and for the year ended December 31, 2023, we determined that our expected exposure to credit losses was immaterial, and as such did not recognize an allowance for credit losses on senior secured loans.
Credit cards :
7 unchanged sentences
We do not measure credit losses on the undrawn credit exposure, as such undrawn credit exposure is unconditionally cancellable by us.
−Removed: Management further considers an evaluation of overall portfolio credit quality based on indicators such as changes in our credit decisioning process, underwriting and collection management policies;
−Removed: the effects of external factors, such as regulatory requirements;
−Removed: general economic conditions;
−Removed: and inherent uncertainties in applying the methodology.
−Removed: We record the provision for credit losses on credit cards within noninterest expense—provision for credit losses in the consolidated statements of operations and comprehensive income (loss).
+Added: Additionally, management evaluates whether to include qualitative reserves to cover losses that are expected but may not be adequately represented in the quantitative methods or the economic assumptions.
+Added: The qualitative reserves address possible limitations within the models, such as external conditions including regulatory requirements, emerging portfolio trends, the nature and size of the portfolio, portfolio concentrations, the volume and severity of past due accounts, or management risk actions.
+Added: We record the provision for credit losses on credit cards within noninterest expense—provision for credit losses in the consolidated statements of operations and comprehensive loss.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
We elected to exclude interest on credit cards from the measurement of our allowance, as our policy allows for accrued interest to be reversed in a timely manner.
Further, we elected the practical expedient to exclude the accrued interest component of our credit cards from the quantitative disclosures presented.
−Removed: See Note 5 for a rollforward of the allowance for credit losses related to our credit cards.
+Added: Allowance for Credit Losses for a rollforward of the allowance for credit losses related to our credit cards.
Commercial and consumer banking loans :
1 unchanged sentence
Loans are categorized into risk ratings based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, collateral adequacy, credit documentation, and current economic trends, among other factors.
−Removed: The allowance for credit losses is determined at an individual loan level and estimated based on weighted average remaining maturity and annualized loss rate according to the loan’s regulatory loan type and risk rating classification.
+Added: The allowance for credit losses is determined at a portfolio level and estimated based on weighted average remaining maturity and annualized loss rate according to the loan’s regulatory loan type, risk rating classification and historical loss rates in the industry.
This analysis is performed on an ongoing basis as new information is obtained.
−Removed: See Note 5 for a rollforward of the allowance for credit losses related to our commercial and consumer banking loans.
+Added: Allowance for Credit Losses for a rollforward of the allowance for credit losses related to our commercial and consumer banking loans.
Investments in AFS debt securities :
−Removed: An allowance for credit losses on our investments in AFS debt securities is required for any portion of impaired securities that is attributable to credit-related factors.
+Added: Credit-related impairment is recognized as an allowance for credit losses in the consolidated balance sheets with a corresponding adjustment to noninterest expense—provision for credit losses in the statements of operations and comprehensive loss.
For certain securities that are guaranteed by the U.S.
2 unchanged sentences
(i) adverse conditions related to the macroeconomic environment or the industry, geographic area or financial condition of the issuer, (ii) other credit indicators of the security, such as external credit ratings, and (iii) payment structure of the security.
−Removed: As of December 31, 2022, we concluded that the credit-related impairment was immaterial.
−Removed: Credit-related impairment, if applicable, is recognized as an allowance for credit losses in the consolidated balance sheets with a corresponding adjustment to noninterest expense—provision for credit losses in the consolidated statements of operations and comprehensive income (loss).
−Removed: Such credit losses are limited to the amount of the total impairment.
−Removed: We did not recognize an allowance for credit losses on impaired investments in AFS debt securities as of December 31, 2022.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: For the year ended December 31, 2023, we did not recognize an allowance for credit losses on impaired investments in AFS debt securities.
Servicing Rights
3 unchanged sentences
The significant assumptions used in the valuation model include our contractual servicing fee, ancillary income, prepayment rate assumptions, default rate assumptions, a discount rate commensurate with the risk of the servicing asset or liability being valued, and an assumed market cost of servicing, which is based on active quotes from third-party servicers.
+Added: The value of the servicing rights are dependent on the performance of the underlying loans.
For servicing rights retained in connection with loan transfers that do not meet the requirements for sale accounting treatment, there is no recognition of a servicing asset or liability.
−Removed: Servicing rights in connection with transfers of financial assets are initially measured at fair value and recognized as a component of the gain or loss from sales of loans and the initial capitalization is reported within noninterest income—loan origination and sales in the consolidated statements of operations and comprehensive income (loss).
−Removed: Servicing rights assumed from third parties for financial assets for which we are not the loan originator are initially measured at fair value and recognized within noninterest income—servicing in the consolidated statements of operations and comprehensive income (loss).
+Added: Servicing rights in connection with transfers of financial assets are initially measured at fair value and recognized as a component of the gain or loss from sales of loans and the initial capitalization is reported within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
+Added: Servicing rights assumed from third parties for financial assets for which we are not the loan originator are initially measured at fair value and recognized within noninterest income—servicing in the consolidated statements of operations and comprehensive loss.
Servicing rights are measured at fair value at each subsequent reporting date and changes in fair value are reported in earnings in the period in which they occur.
−Removed: Subsequent measurement changes for all servicing rights, including servicing fee payments and fair value changes, are included within noninterest income—servicing in the consolidated statements of operations and comprehensive income (loss).
+Added: Subsequent measurement changes for all servicing rights, including servicing fee payments and fair value changes, are included within noninterest income—servicing in the consolidated statements of operations and comprehensive loss.
We elected the fair value option to measure our servicing rights to better align with the valuation of our transferred loans, which also tend to share a similar risk profile to the personal loan servicing we assume from third parties when we are not the loan originator.
3 unchanged sentences
personal loans, student loans and home loans.
−Removed: See Note 15 for the key inputs used in the fair value measurements of our classes of servicing rights.
+Added: Fair Value Measurements for the key inputs used in the fair value measurements of our classes of servicing rights.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Investments in Debt Securities
2 unchanged sentences
Therefore, we classify our investments in debt securities as available-for-sale.
−Removed: During the first quarter of 2022, we acquired additional investments in AFS debt securities with the Bank Merger.
−Removed: We record investments in AFS debt securities at fair value in our consolidated balance sheets, with unrealized gains and losses recorded, net of tax, as a component of accumulated other comprehensive income (loss) (“AOCI”).
−Removed: See Note 15 for additional information on our fair value estimates for investments in AFS debt securities.
+Added: We record investments in AFS debt securities at fair value in our consolidated balance sheets, with unrealized gains and losses recorded, net of tax, as a component of AOCI.
+Added: Fair Value Measurements for additional information on our fair value estimates for investments in AFS debt securities.
The amortized cost basis of our investments in AFS debt securities reflects the security’s acquisition cost, adjusted for amortization of premium or accretion of discount, and collection of cash and charge-offs, as applicable.
3 unchanged sentences
However, premiums on certain callable debt securities are amortized to the earliest call date.
−Removed: Amortization of premiums and discounts and other basis adjustments for investments in AFS debt securities, as well as interest income earned on the investments, are recognized within interest income—other , and realized gains and losses on investments in AFS debt securities are recognized within noninterest income—other in the consolidated statements of operations and comprehensive income (loss).
+Added: Amortization of premiums and discounts and other basis adjustments for investments in AFS debt securities, as well as interest income earned on the investments, are recognized within interest income—other , and realized gains and losses on investments in AFS debt securities are recognized within noninterest income—other in the consolidated statements of operations and comprehensive loss.
An investment in AFS debt security is considered impaired if its fair value is less than its amortized cost.
−Removed: If we determine that we have the intent to sell the impaired investment in AFS debt security, or if it is more likely than not that we will be required to sell the impaired investment in AFS debt security before recovery of its amortized cost, we recognize the full impairment loss reflecting the difference between the amortized cost (net of any prior recognized allowance) and the fair value of the investment in AFS debt security within noninterest income—other in the consolidated statements of operations and comprehensive income (loss).
−Removed: If neither of the above conditions exists, we evaluate whether the impairment loss is attributable
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: to credit-related or non-credit-related factors.
+Added: If we determine that we have the intent to sell the impaired investment in AFS debt security, or if it is more likely than not that we will be required to sell the impaired investment in AFS debt security before recovery of its amortized cost, we recognize the full impairment loss reflecting the difference between the amortized cost (net of any prior recognized allowance) and the fair value of the investment in AFS debt security within noninterest income—other in the consolidated statements of operations and comprehensive loss.
+Added: If neither of the above conditions exists, we evaluate whether the impairment loss is attributable to credit-related or non-credit-related factors.
Any impairment that is not credit-related is recognized within other comprehensive income (loss) , net of taxes.
See the section “Allowance for Credit Losses” in this Note for the factors we consider in identifying credit-related impairment and the treatment of credit losses.
−Removed: See Note 6 for additional information on our investments in AFS debt securities.
+Added: Investment Securities for additional information on our investments in AFS debt securities.
Securitization Investments
1 unchanged sentence
We measure these investments at fair value on a recurring basis and report them within investment securities in the consolidated balance sheets.
−Removed: Gains and losses related to our securitization investments are reported within noninterest income—securitizations in the consolidated statements of operations and comprehensive income (loss).
+Added: Gains and losses related to our securitization investments are reported within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
We determine the fair value of our securitization investments using a discounted cash flow methodology, while also considering market data as it becomes available.
2 unchanged sentences
Additionally, we record interest income associated with asset-backed bonds over the term of the underlying bond using the effective interest method on unpaid bond amounts.
−Removed: Interest income on residual investments and asset-backed bonds is presented within interest income—securitizations in the consolidated statements of operations and comprehensive income (loss).
−Removed: See Note 15 for the key inputs used in the fair value measurements of our residual investments and asset-backed bonds.
+Added: Interest income on residual investments and asset-backed bonds is presented within interest income—loans and securitizations in the consolidated statements of operations and comprehensive loss.
+Added: Fair Value Measurements for the key inputs used in the fair value measurements of our residual investments and asset-backed bonds.
Investments in Equity Securities
−Removed: Our investments in equity securities consist of investments for which fair values are not readily determinable, which we elect to measure using the alternative method of accounting, under which they are measured at cost less any impairment and adjusted for changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuers.
+Added: Our investments in equity securities consist of investments for which fair values are not readily determinable, which we elect to measure using the alternative method of accounting, under which they are measured at cost less any impairment and
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: adjusted for changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuers.
Our investments in equity securities are presented within other assets in the consolidated balance sheets.
−Removed: Adjustments to the carrying values of our investments in equity securities, such as impairments and unrealized gains, are recognized within noninterest income—other in the consolidated statements of operations and comprehensive income (loss).
+Added: Adjustments to the carrying values of our investments in equity securities, such as impairments and unrealized gains, are recognized within noninterest income—other in the consolidated statements of operations and comprehensive loss.
Property, Equipment and Software
All property, equipment and software are initially recorded at cost, while repairs and maintenance costs are expensed as incurred.
−Removed: Computer hardware, furniture and fixtures, software, buildings and finance lease right-of-use (“ROU”) assets are depreciated or amortized on a straight-line basis over the estimated useful life of each class of depreciable or amortizable assets (ranging from one to 30 years).
+Added: Computer hardware, furniture and fixtures, software, buildings and finance lease ROU assets are depreciated or amortized on a straight-line basis over the estimated useful life of each class of depreciable or amortizable assets (ranging from one to 30 years).
Leasehold improvements are amortized over the shorter of the respective lease term or the estimated lives of the leasehold improvements.
1 unchanged sentence
Internally-developed software is capitalized when preliminary project efforts are successfully completed, and it is probable that both the project will be completed and the software will be used as intended.
−Removed: Capitalized costs consist of salaries and compensation costs (inclusive of share-based compensation) for employees, fees paid to third-party consultants who are directly involved in development efforts and costs incurred for upgrades and functionality enhancements, and are amortized over a useful life of 2.5 years.
+Added: Capitalized costs consist of salaries and compensation costs (inclusive of share-based compensation) for employees, fees paid to third-party consultants who are directly involved in development efforts and costs incurred for upgrades and functionality enhancements, and are amortized over a useful life ranging from 2.5 to 3 years.
Other costs are expensed as incurred.
−Removed: See Note 9 for additional information on our property, equipment and software.
+Added: Property, Equipment, Software and Leases for additional information on our property, equipment and software.
Goodwill and Intangible Assets
1 unchanged sentence
Goodwill is tested for impairment at the reporting unit level annually or whenever indicators of impairment exist.
−Removed: Impairment of goodwill is the condition that exists when the carrying amount of a reporting unit that includes goodwill exceeds
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: its fair value.
+Added: Impairment of goodwill is the condition that exists when the carrying amount of a reporting unit that includes goodwill exceeds its fair value.
We may assess goodwill for impairment initially using a qualitative approach, referred to as “step zero”, to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
3 unchanged sentences
Therefore, if the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired.
+Added: Our reporting units for our goodwill impairment analysis represent components of our business at one level below our operating segments.
Our annual impairment testing date is October 1.
2 unchanged sentences
These costs, consisting primarily of salaries and compensation costs (inclusive of share-based compensation) for employees, are expensed as incurred until technological feasibility has been established, after which the costs are capitalized until the product is available for general release to customers.
−Removed: See Note 2 and Note 8 for further discussion of goodwill and intangible assets, including those recognized in connection with recent business combinations.
+Added: Business Combinations and Note 8.
+Added: Goodwill and Intangible Assets for further discussion of goodwill and intangible assets, including those recognized in connection with recent business combinations.
We determine if an arrangement is or contains a lease at inception of the contract.
A contract is or contains a lease if the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration.
−Removed: For our current office and non-office classes of operating leases, we elected the practical expedient to not separate non-lease components from lease components and to, instead, account for each separate lease component and the non-lease components associated with that lease component as a single lease component.
+Added: For our current office and non-office classes of operating leases, we elected the practical expedient to not separate non-lease components from lease components and to, instead, account for each separate lease component and the non-
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: lease components associated with that lease component as a single lease component.
For our current classes of finance leases, we did not elect to apply this practical expedient and, instead, separately identify and measure the non-lease components of the contracts.
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Base rent is typically subject to rent escalations on each annual anniversary from the lease commencement dates.
−Removed: Lease expense for lease payments, including any step rent provisions specified in the lease agreements, is recognized on a straight-line basis over the lease term and is allocated among the components of noninterest expense in the consolidated statements of operations and comprehensive income (loss).
+Added: Lease expense for lease payments, including any step rent provisions specified in the lease agreements, is recognized on a straight-line basis over the lease term and is allocated among the components of noninterest expense in the consolidated statements of operations and comprehensive loss.
The finance lease ROU assets are depreciated on a straight-line basis over the estimated useful life of seven years .
−Removed: Interest expense on finance leases is recognized for the difference between the present value of the lease liabilities and the scheduled lease payments within interest expense—other in the consolidated statements of operations and comprehensive income (loss).
+Added: Interest expense on finance leases is recognized for the difference between the present value of the lease liabilities and the scheduled lease payments within interest expense—other in the consolidated statements of operations and comprehensive loss.
When a lease agreement is modified, we determine if the modification grants us the right to use an additional asset that is not included in the original lease contract and if the lease payments increase commensurate with the standalone price for the additional ROU asset.
If both conditions are met, we account for the agreement as two separate contracts:
−Removed: (i) the original,
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: unmodified contract and (ii) a separate contract for the additional ROU asset.
+Added: (i) the original, unmodified contract and (ii) a separate contract for the additional ROU asset.
If both conditions are not met, the modification is not evaluated as a separate contract.
1 unchanged sentence
(i) reassess the lease classification on the modification date under the modified terms, and (ii) use the modified lease payments and discount rate to remeasure the lease liability and recognize any difference between the new lease liability and the old lease liability as an adjustment to the ROU asset.
−Removed: See Note 9 for additional information on our leases.
+Added: Property, Equipment, Software and Leases for additional information on our leases.
Derivative Financial Instruments
2 unchanged sentences
Our derivative instruments used to manage future loan sale execution risk include interest rate swaps, interest rate caps and home loan pipeline hedges.
−Removed: We also have interest rate lock commitments (“IRLC”), interest rate swaps and interest rate caps that were not related to future loan sale execution risk.
+Added: We also have IRLCs, interest rate swaps and interest rate caps that were not related to future loan sale execution risk.
Changes in derivative instrument fair values are recognized in earnings as they occur.
4 unchanged sentences
Additionally, since our cash collateral balances do not approximate the fair value of the derivative position, we do not offset our right to reclaim cash collateral or obligation to return cash collateral against recognized derivative assets or liabilities.
−Removed: See Note 14 and Note 15 for additional information on our derivative assets and liabilities.
+Added: Derivative Financial Instruments and Note 15.
+Added: Fair Value Measurements for additional information on our derivative assets and liabilities.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Residual Interests Classified as Debt
1 unchanged sentence
We measure residual interests classified as debt at fair value on a recurring basis.
−Removed: We record subsequent measurement changes in fair value in the period in which the change occurs within noninterest income—securitizations in the consolidated statements of operations and comprehensive income (loss).
+Added: We record subsequent measurement changes in fair value in the period in which the change occurs within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
We determine the fair value of residual interests classified as debt using a discounted cash flow methodology, while also considering market data as it becomes available.
We recognize interest expense related to residual interests classified as debt over the expected life using the effective yield method, which reflects a portion of the overall fair value adjustment recorded each period on our residual interests classified as debt.
−Removed: Interest expense related to residual interests classified as debt is presented within interest expense—securitizations and warehouses in the consolidated statements of operations and comprehensive income (loss).
+Added: Interest expense related to residual interests classified as debt is presented within interest expense—securitizations and warehouses in the consolidated statements of operations and comprehensive loss.
On a quarterly basis, we reevaluate the cash flow estimates to determine if a change to the accretable yield is required on a prospective basis.
−Removed: See Note 15 for the key inputs used in the fair value measurements of residual interests classified as debt.
+Added: Fair Value Measurements for the key inputs used in the fair value measurements of residual interests classified as debt.
Safeguarding Asset and Liability
−Removed: Through our SoFi Invest product (via our wholly-owned subsidiary, SoFi Digital Assets, LLC, a licensed money transmitter), our members can invest in digital assets.
−Removed: We engage third parties to provide custodial services for our digital assets offering, which includes holding the cryptographic key information and working to protect the digital assets from loss or theft.
+Added: Through our SoFi Invest product (via our wholly-owned subsidiary, SoFi Digital Assets, LLC, a licensed money transmitter), our members were able to invest in digital assets.
+Added: In the fourth quarter of 2023, we transferred the crypto services provided by SoFi Digital Assets, LLC, and began closing existing digital assets accounts.
+Added: This process was completed in the first quarter of 2024.
+Added: Certain accounts were eligible for transfer to a third party digital asset service provider who assumed responsibility for the transferred accounts on a go-forward basis, including the arrangement of custodial services for the transferred digital assets.
+Added: We have no further ongoing responsibilities for the transferred digital assets subsequent to the executed transfer which took place in December 2023, and derecognized the corresponding digital assets safeguarding liability and safeguarding asset as of the date of the transfer.
+Added: For those digital assets that were not eligible to be transferred, we engage third parties to provide custodial services for our digital assets offering, which include holding the cryptographic key information and working to protect the digital assets from loss or theft.
The third-party custodians hold digital assets as custodial assets in an account in SoFi’s name for the benefit of our members.
We maintain the internal recordkeeping of our members’ digital assets, including the amount and type of digital assets owned by each of our members in the custodial accounts.
−Removed: We currently utilize two third-party custodians.
−Removed: Therefore, we have concentration risk in the event the custodians are not able to perform in accordance with our agreements.
+Added: As of December 31, 2023, we utilized one third-party custodian.
In accordance with Staff Accounting Bulletin No.
−Removed: 121 (“SAB 121”), which is further discussed under “ Recently Adopted Accounting Standards ” in this Note 1, we recognize a digital assets safeguarding liability within accounts payable,
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: accruals and other liabilities in the consolidated balance sheets reflecting our obligation to safeguard the digital assets held by third-party custodians for the benefit of our members.
+Added: 121 (“SAB 121”), we recognize a digital assets safeguarding liability within accounts payable, accruals and other liabilities in the consolidated balance sheets reflecting our obligation to safeguard the digital assets held by third-party custodians for the benefit of our members.
We also recognize a corresponding safeguarding asset within other assets in the consolidated balance sheets.
The safeguarding liability and corresponding safeguarding asset are measured and recorded at the fair value of the digital assets held by the custodians at each reporting date.
−Removed: Subsequent changes to the fair value measure are reflected as equal and offsetting adjustments to the carrying values of the safeguarding liability and corresponding safeguarding asset.
+Added: Subsequent changes to the fair value measurement are reflected as equal and offsetting adjustments to the carrying values of the safeguarding liability and corresponding safeguarding asset.
We evaluate any potential loss events, such as theft, loss or destruction of the cryptographic keys, that may affect the measurement of the safeguarding asset, which would be reflected in our results of operations in the period the loss occurs.
−Removed: Measurement changes do not impact the consolidated statements of operations and comprehensive income (loss) unless such a loss event is identified.
−Removed: As of December 31, 2022, we did not identify any loss events.
−Removed: See Note 15 for additional information on the fair value measurement of the safeguarding liability and corresponding safeguarding asset.
+Added: Measurement changes do not impact the consolidated statements of operations and comprehensive loss unless such a loss event is identified.
+Added: As of both December 31, 2023 and 2022, we did not identify any loss events.
+Added: Fair Value Measurements for additional information on the fair value measurement of the safeguarding liability and corresponding safeguarding asset.
Borrowings and Financing Costs
2 unchanged sentences
We capitalize these costs and report the amounts as a direct deduction from the carrying amount of the debt balance.
−Removed: Any difference between the stated principal amount of debt and the amount of cash proceeds received, net of debt issuance costs, is presented as a discount or premium.
+Added: Any difference between the stated principal amount of debt and the amount of cash proceeds received, net of debt issuance costs, is presented as a
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: discount or premium.
The capitalized debt issuance costs and the original issue discount/premium are amortized into interest expense over the expected life of the related financing agreements using the straight-line method for revolving facilities and the effective interest method for securitization debt and our senior convertible notes, as defined and further discussed below.
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We elected the fair value option to measure certain securitization debt, with the intent to mitigate the accounting divergence between debt liabilities measured at historical cost and the corresponding loans securing these financings, which are risk-managed on a fair value basis.
−Removed: For securitization debt carried at fair value on a recurring basis, we record the initial fair value measurement and subsequent measurement changes in fair value in the period in which the changes occur within noninterest income—securitizations in the consolidated statements of operations and comprehensive income (loss).
+Added: For securitization debt carried at fair value on a recurring basis, we record the initial fair value measurement and subsequent measurement changes in fair value in the period in which the changes occur within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
We determined the fair value of the applicable securitization debt using a discounted cash flow methodology, while also considering market data as it becomes available.
4 unchanged sentences
We will settle conversions by paying or delivering, at our election, cash, shares of our common stock or a combination of cash and shares of our common stock, based on the applicable conversion rate(s).
−Removed: The Convertible Notes will also be redeemable, in whole or in part, at our option at any time, and from time to time, on or after October 15, 2024 through on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued interest, if any, thereon to, but excluding, the redemption date, but only if certain liquidity conditions described in the indenture are satisfied and certain conditions are met with respect to the last reported sale price per share of our common stock prior to conversion.
−Removed: See Note 12 for more detailed disclosure of the term and features of the Convertible Notes.
+Added: The convertible notes will also be redeemable, in whole or in part, at our option at any time, and from time to time, on or after October 15, 2024 through the 30 th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the convertible notes to be redeemed, plus accrued interest, if any, thereon to, but excluding, the redemption date, but only if certain liquidity conditions described in the indenture are satisfied and certain conditions are met with respect to the last reported sale price per share of our common stock prior to conversion.
+Added: In December 2023, we entered into repurchase agreements to repurchase $ 88.0 million aggregate principal amount of the convertible notes.
+Added: Debt for more detailed disclosure of the term and features of the convertible notes.
We elected to evaluate each embedded feature of the arrangement individually.
We concluded that each of the conversion rights, optional redemption rights, fundamental change make-whole provision and repurchase rights did not require bifurcation as derivative instruments, which we reevaluate each reporting period.
−Removed: The additional interest and special interest that accrue on the notes in the event of our failure to comply with certain registration or reporting requirements are required to be bifurcated from the host contract, as the reporting requirement triggering event is not clearly and closely related to the host
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: convertible debt contract, and therefore we measure the contingent interest feature at fair value each reporting period.
+Added: The additional interest and special interest that accrue on the notes in the event of our failure to comply with certain registration or reporting requirements are required to be bifurcated from the host contract, as the reporting requirement triggering event is not clearly and closely related to the host convertible debt contract, and therefore we measure the contingent interest feature at fair value each reporting period.
The value was determined to be immaterial;
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Redeemable Preferred Stock
−Removed: Series 1 Redeemable Preferred Stock (as defined in Note 13) is classified in temporary equity, as it is not fully controlled by SoFi.
−Removed: See Note 13 for additional information.
+Added: Series 1 Redeemable Preferred Stock (as defined in Note 13.
+Added: Equity ) is classified in temporary equity, as it is not fully controlled by SoFi.
+Added: Equity for additional information.
Foreign Currency Translation Adjustments
We revalue assets, liabilities, income and expense denominated in non-United States currencies into United States dollars using applicable exchange rates.
−Removed: For foreign subsidiaries in which the functional currency is the subsidiary’s local currency, gains and losses relating to foreign currency translation adjustments are included in accumulated other comprehensive income (loss) in our consolidated balance sheets.
−Removed: For foreign subsidiaries in which the functional currency is the United States Dollar, gains and losses relating to foreign currency transaction adjustments are included within earnings in the consolidated statements of operations and comprehensive income (loss).
+Added: For foreign subsidiaries in which the functional currency is the subsidiary’s local
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: currency, gains and losses relating to foreign currency translation adjustments are included in accumulated other comprehensive income (loss) in our consolidated balance sheets.
+Added: For foreign subsidiaries in which the functional currency is the United States Dollar, gains and losses relating to foreign currency transaction adjustments are included within earnings in the consolidated statements of operations and comprehensive loss.
Due to the highly inflationary economic environment in Argentina, we use the United States Dollar as the functional currency of our Argentinian operations.
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We concluded that the Capped Call Transactions meet the scope exceptions for derivative instruments, and as such, the Capped Call Transactions meet the criteria for classification in equity and are included as a reduction to additional paid-in capital .
−Removed: See Note 13 for additional information on the Capped Call Transactions.
+Added: Equity for additional information on the Capped Call Transactions.
Interest Income
−Removed: We record interest income associated with loans measured at fair value over the term of the underlying loans using the effective interest method on unpaid loan principal amounts, which is presented within interest income—loans in the consolidated statements of operations and comprehensive income (loss).
−Removed: We also record accrued interest income associated with loans measured at amortized cost within interest income—loans.
+Added: We record interest income associated with loans measured at fair value over the term of the underlying loans using the effective interest method on unpaid loan principal amounts, which is presented within interest income—loans and securitizations in the consolidated statements of operations and comprehensive loss.
+Added: We also record accrued interest income associated with loans measured at amortized cost within interest income—loans and securitizations.
We stop accruing interest and reverse all accrued but unpaid interest at the time a loan charges off.
4 unchanged sentences
We calculate a gain or loss on the sale based on the sum of the proceeds from the sale and any servicing asset or liability recognized, less the carrying value of the loans sold.
−Removed: Our gain or loss calculation is also inclusive of repurchase liabilities recognized at the time of sale.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: Our gain or loss calculation is also inclusive of repurchase liabilities recognized at the time of sale, and is recorded within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
Loan Commitments
6 unchanged sentences
Depending on the measurement date position, student loan commitments are presented within other assets or accounts payable, accruals and other liabilities in the consolidated balance sheets.
−Removed: We record the initial fair value measurement and subsequent measurement changes in fair value in the period in which the changes occur within noninterest income—loan origination and sales in the consolidated statements of operations and comprehensive income (loss).
+Added: We record the initial fair value measurement and subsequent measurement changes in fair value in the period in which the changes occur within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
Loan commitments also include IRLCs, whereby we commit to interest rate terms prior to completing the origination process for home loans.
IRLCs are derivative instruments that are measured at fair value on a recurring basis.
−Removed: Changes in fair value are recognized within noninterest income—loan origination and sales in the consolidated statements of operations and comprehensive income (loss).
+Added: Changes in fair
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: value are recognized within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
See “Derivative Financial Instruments” in this Note for additional information on our derivative instruments.
−Removed: See Note 15 for the key inputs used in the fair value measurements of our loan commitments.
+Added: Fair Value Measurements for the key inputs used in the fair value measurements of our loan commitments.
Revenue Recognition
7 unchanged sentences
• Brokerage :
−Removed: We earn fees in connection with facilitating investment-related transactions through our platform, such as brokerage transactions, share lending, digital assets transactions and exchange conversion.
−Removed: See Note 3 for additional information on our revenue recognition policy within each revenue stream.
+Added: We earn fees in connection with facilitating investment-related transactions through our platform, such as brokerage transactions, share lending and exchange conversion.
+Added: Revenue for additional information on our revenue recognition policy within each revenue stream.
Advertising, Sales and Marketing
−Removed: Advertising production costs and advertising communication costs, as well as amounts paid to various affiliates to market our products, are included within noninterest expense—sales and marketing in the consolidated statements of operations and comprehensive income (loss).
+Added: Advertising production costs and advertising communication costs, as well as amounts paid to various affiliates to market our products, are included within noninterest expense—sales and marketing in the consolidated statements of operations and comprehensive loss.
Advertising costs are expensed either as incurred or when the advertising takes place, depending on the nature of the advertising activity.
For the years ended December 31, 2023, 2022 and 2021, advertising totaled $ 284,176 , $ 256,125 and $ 183,106 , respectively.
−Removed: Expenses incurred by us related to member acquisition, including brand development, business development and direct member marketing expenses, are also presented within noninterest expense—sales and marketing in the consolidated statements of operations and comprehensive income (loss).
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: Expenses incurred by us related to member acquisition, including brand development, business development and direct member marketing expenses, are also presented within noninterest expense—sales and marketing in the consolidated statements of operations and comprehensive loss.
Technology and Product Development
−Removed: Expenses incurred by us related to technology, product design and implementation, which includes compensation and benefits, are classified as noninterest expense—technology and product development in the consolidated statements of operations and comprehensive income (loss).
−Removed: Occupancy-related costs, which primarily relate to the operations of our leased office spaces, were $ 33,170 , $ 28,949 , and $ 25,946 for the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: Occupancy-related expenses are presented within each of the financial statement line items within noninterest expense in the consolidated statements of operations and comprehensive income (loss).
+Added: Expenses incurred by us related to technology, product design and implementation, which includes compensation and benefits, are classified as noninterest expense—technology and product development in the consolidated statements of operations and comprehensive loss.
Loss Contingencies
4 unchanged sentences
Due to the inherent uncertainties of loss contingencies, estimates may be different from the actual outcomes.
−Removed: With respect to legal proceedings, we recognize legal fees as they are incurred within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive income (loss).
−Removed: See Note 18 for discussion of contingent matters.
+Added: With respect to legal proceedings, we recognize legal fees as they are incurred within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive loss.
+Added: Commitments, Guarantees, Concentrations and Contingencies for discussion of contingent matters.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: Restructuring
+Added: During the year ended December 31, 2023, we recognized restructuring charges of $ 12,749 within the following categories of expenses within noninterest expense :
+Added: (i) technology and product development , (ii) sales and marketing , (iii) cost of operations , and (iv) general and administrative in the consolidated statements of operations and comprehensive loss associated with a reduction in headcount in the Technology Platform segment in the first quarter of 2023, as well as expenses in the fourth quarter of 2023 related to a reduction in headcount across the Financial Services, Lending and corporate functions, which primarily included employee-related wages, benefits and severance.
Compensation and Benefits
Total compensation and benefits, inclusive of share-based compensation expense, was $ 894,720 , $ 830,298 and $ 608,505 for the years ended December 31, 2023, 2022 and 2021, respectively.
−Removed: Compensation and benefits expenses are presented within each of the financial statement line items within noninterest expense in the consolidated statements of operations and comprehensive income (loss).
+Added: Compensation and benefits expenses are presented within the following categories of expenses within noninterest expense :
+Added: (i) technology and product development , (ii) sales and marketing , (iii) cost of operations , and (iv) general and administrative in the consolidated statements of operations and comprehensive loss.
Share-Based Compensation
−Removed: Share-based compensation made to employees and non-employees, including stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”), is measured based on the grant date fair value of the awards and is recognized as compensation expense typically on a straight-line basis over the period during which the share-based award holder is required to perform services in exchange for the award (the vesting period) for stock options and RSUs and on an accelerated attribution basis for each vesting tranche over the respective derived service period for PSUs.
−Removed: Share-based compensation expense is allocated among the components of noninterest expense in the consolidated statements of operations and comprehensive income (loss).
+Added: Share-based compensation made to employees and non-employees, including stock options, RSUs and PSUs, is measured based on the grant date fair value of the awards and is recognized as compensation expense typically on a straight-line basis over the period during which the share-based award holder is required to perform services in exchange for the award (the vesting period) for stock options and RSUs and on an accelerated attribution basis for each vesting tranche over the respective derived service period for PSUs.
+Added: Share-based compensation expense is allocated among the following categories of expenses within noninterest expense :
+Added: (i) technology and product development , (ii) sales and marketing , (iii) cost of operations , and (iv) general and administrative in the consolidated statements of operations and comprehensive loss.
We used the Black-Scholes Option Pricing Model (the “Black-Scholes Model”) to estimate the grant-date fair value of stock options.
2 unchanged sentences
We recognize forfeitures as incurred and, therefore, reverse previously recognized share-based compensation expense at the time of forfeiture.
−Removed: See Note 16 for further discussion of share-based compensation.
+Added: Share-Based Compensation for further discussion of share-based compensation.
We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards.
3 unchanged sentences
The tax effects from an uncertain tax position can be recognized in the financial statements only if the tax position would more likely than not be upheld on examination by the taxing authorities based on the merits of the tax position.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Management is required to analyze all open tax years, as defined by the statute of limitations, for all jurisdictions.
−Removed: We accrue tax penalties and interest, if any, as incurred and recognize them within income tax (expense) benefit in the consolidated statements of operations and comprehensive income (loss).
+Added: We accrue tax penalties and interest, if any, as incurred and recognize them within income tax (expense) benefit in the consolidated statements of operations and comprehensive loss.
Related Parties
1 unchanged sentence
Related parties also include any other person or entity with significant influence over our management or operations.
−Removed: Recently Adopted Accounting Standards
−Removed: Safeguarding Assets and Liabilities
−Removed: In March 2022, the SEC released SAB 121, which provides interpretive guidance for an entity to consider when it has obligations to safeguard crypto-assets held for its platform users, whether directly or through an agent or another third party acting on its behalf.
−Removed: SAB 121 requires an entity to record a liability to reflect its obligation to safeguard the crypto-assets, as well as a corresponding safeguarding asset, both of which should be measured at the fair value of the crypto-assets being safeguarded for the entity’s users.
−Removed: Entities should evaluate any potential loss events, such as theft, loss or destruction of the cryptographic keys, that may affect the measurement of the asset.
−Removed: SAB 121 also requires financial statement disclosure, including the nature and amount of crypto-assets that the entity holds for its users, any vulnerabilities that may arise as a result of any concentration in crypto-assets, and information about who is responsible for the record-keeping of the crypto-assets, the holding of the cryptographic keys and safeguarding the crypto-assets, among other disclosure considerations.
−Removed: Disclosures must also be made in accordance with fair value measurements accounting guidance.
−Removed: SAB 121 was effective for us for the interim period ending June 30, 2022.
−Removed: We applied the guidance through retrospective application as of January 1, 2022, at which time the value of our members’ digital assets was $ 266,014 .
−Removed: As of June 30, 2022, the adoption date, the value of our members’ digital assets was $ 112,010 .
−Removed: At each reporting date subsequent to adoption, we determine the value of our members’ digital assets and remeasure our digital assets safeguarding liability and corresponding digital assets safeguarding asset.
−Removed: Our application of this guidance did not impact our results of operations.
−Removed: We also enhanced our disclosures around our digital assets arrangements and our role in safeguarding them.
−Removed: See this Note 1 and Note 15 for the applicable disclosures.
−Removed: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers
−Removed: In October 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805):
−Removed: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .
−Removed: The ASU requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with accounting guidance for revenue from contracts with customers, rather than at fair value.
−Removed: The standard should be applied prospectively to business combinations occurring on or after the effective date of the amendments.
−Removed: We early adopted the standard effective January 1, 2022 and applied its provisions to our acquisitions in 2022.
−Removed: The adoption of this standard did not have a material impact on our consolidated financial statements.
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting
−Removed: In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting .
−Removed: In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848):
−Removed: Scope , which clarifies the scope of Topic 848 for certain derivative instruments that use an interest rate for margining, discounting or contract price alignment.
−Removed: The new standard provides for optional expedients and other guidance regarding the accounting related to modifications of contracts, hedging relationships and other transactions affected by reference rate reform.
−Removed: In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848):
−Removed: Deferral of the Sunset Date of Topic 848 , which extends the relief period for relevant contract modifications to December 31, 2024.
−Removed: We adopted the provisions of the standard in the fourth quarter of 2021 using the prospective method of adoption.
−Removed: We established a cross-functional project team to execute our company-wide transition away from USD LIBOR.
−Removed: In the fourth quarter of 2021, we began to use the Secured Overnight Financing Rate (“SOFR”) or an alternative reference rate on new variable-rate loan originations, and on new warehouse facility agreements and other financial instruments.
−Removed: We also transitioned some existing warehouse facility lines to SOFR and elected to apply the optional expedients when all such terms were related to the replacement of the reference rate.
−Removed: We are continuing to review existing variable-rate loans, borrowings, Series 1 redeemable
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: preferred stock dividends and derivative instruments that utilize USD LIBOR as the reference rate and expect to continue transitioning these instruments to SOFR or other representative alternative reference rates in accordance with the provisions of the standard.
−Removed: We do not expect there to be a material impact on our consolidated financial statements as a result of applying this standard.
−Removed: Recent Accounting Standards Issued, But Not Yet Adopted
+Added: Recently Adopted Accounting Standards
Troubled Debt Restructurings and Vintage Disclosures
2 unchanged sentences
The ASU addresses two topics:
−Removed: (i) troubled debt restructuring (“TDR”) by creditors, and (ii) vintage disclosures for gross write offs.
−Removed: Under the TDR provisions, the ASU eliminates the recognition and measurement guidance under Accounting Standards Codification (“ASC”) 310-40, Receivables—Troubled Debt Restructurings by Creditors , and instead requires that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan, consistent with the accounting for other loan modifications.
+Added: (i) TDR by creditors, and (ii) vintage disclosures for gross write offs.
+Added: Under the TDR provisions, the ASU eliminates the recognition and measurement guidance under ASC 310-40, Receivables — Troubled Debt Restructurings by Creditors, and instead requires that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan, consistent with the accounting for other loan modifications.
Additionally, the ASU enhances existing disclosure requirements around TDRs and introduces new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty.
Under the vintage disclosure provisions, the ASU requires the entity to disclose current period gross write offs by year of origination for financing receivables and net investments in leases within the scope of ASC 326-20, Financial Instruments — Credit Losses — Measured at Amortized Cost .
−Removed: The standard is effective for fiscal years and interim periods beginning after December 15, 2022.
The standard should be applied prospectively;
however, for the TDR provisions, an entity has the option to apply a modified retrospective transition method.
−Removed: We do not expect the provisions of this standard to have a material impact on our consolidated financial statements.
+Added: We adopted the standard effective January 1, 2023.
+Added: The adoption of this standard did not have a material impact on our consolidated financial statements.
+Added: Recent Accounting Standards Issued, But Not Yet Adopted
+Added: Improvements to Reportable Segment Disclosures
+Added: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosures .
+Added: The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
+Added: The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
+Added: The standard should be applied retrospectively to all prior periods presented in the financial statements.
+Added: We are currently evaluating the impact of this amendment on our consolidated financial statements.
+Added: Improvements to Income Tax Disclosures
+Added: In December 2023, the FASB issued ASU 2023-09 , Income Taxes (Topic 740) — Improvements to Income Tax Disclosures.
+Added: The ASU improves income tax disclosures primarily related to enhancements of the rate reconciliation and income taxes paid information.
+Added: The standard is effective for annual periods beginning after December 15, 2024.
+Added: The standard should be applied on a prospective basis with the option to apply the standard retrospectively.
+Added: We are currently evaluating the impact of this amendment on our consolidated financial statements.
Business Combinations
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At the Closing, we received gross cash consideration of $ 764.8 million as a result of the reverse recapitalization, which was then reduced by:
−Removed: (i) a redemption of redeemable common stock (classified as temporary equity) of $ 150.0 million, (ii) a special payment made to our Series 1 preferred stockholders of $ 21.2 million (which was expensed as incurred), and (iii) our equity issuance costs of $ 27.5 million, consisting of advisory, legal, share registration and other professional fees, which were recorded within additional paid-in capital as a reduction of proceeds.
−Removed: In connection with the Business Combination, SCH entered into subscription agreements with certain investors (the “Third Party PIPE Investors”), whereby it issued 122,500,000 shares of common stock at $ 10.00 per share (“PIPE Shares”) for an aggregate purchase price of $ 1.225 billion (“PIPE Investment”), which closed simultaneously with the consummation of the Business Combination.
−Removed: Upon the Closing, the PIPE Shares were automatically converted into shares of SoFi Technologies common stock on a one -for-one basis.
−Removed: Upon the Closing, holders of Social Finance common stock received shares of SoFi Technologies common stock in an amount determined by application of the exchange ratio of 1.7428 (“Exchange Ratio”), which was based on Social Finance’s
+Added: (i) a redemption of redeemable common stock (classified as temporary equity) of $ 150.0 million, (ii) a special payment made to our
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: implied price per share prior to the Business Combination.
+Added: Series 1 preferred stockholders of $ 21.2 million (which was expensed as incurred), and (iii) our equity issuance costs of $ 27.5 million, consisting of advisory, legal, share registration and other professional fees, which were recorded within additional paid-in capital as a reduction of proceeds.
+Added: In connection with the Business Combination, SCH entered into subscription agreements with certain investors (the “Third Party PIPE Investors”), whereby it issued 122,500,000 shares of common stock at $ 10.00 per share (“PIPE Shares”) for an aggregate purchase price of $ 1.225 billion (“PIPE Investment”), which closed simultaneously with the consummation of the Business Combination.
+Added: Upon the Closing, the PIPE Shares were automatically converted into shares of SoFi Technologies common stock on a one -for-one basis.
+Added: Upon the Closing, holders of Social Finance common stock received shares of SoFi Technologies common stock in an amount determined by application of the exchange ratio of 1.7428 (“Exchange Ratio”), which was based on Social Finance’s implied price per share prior to the Business Combination.
Additionally, holders of Social Finance preferred stock (with the exception of the Series 1 preferred stockholders) received shares of SoFi Technologies common stock in amounts determined by application of either the Exchange Ratio or a multiplier of the Exchange Ratio, as provided by the Agreement.
2 unchanged sentences
In the business combination, we acquired all of the outstanding equity interests in Golden Pacific for total cash purchase consideration of $ 22.3 million (the “Bank Merger”).
+Added: The acquisition was not determined to be a significant acquisition.
After closing the Bank Merger, we became a bank holding company and Golden Pacific began operating as SoFi Bank.
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SoFi Bank is a national banking association whose primary federal regulator is the OCC.
−Removed: Deposit accounts of SoFi Bank are insured by the Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund to the fullest extent permitted by law.
+Added: Deposit accounts of SoFi Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law.
The closing of the Bank Merger was subject to regulatory approval.
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Therefore, none of the Holdback Amount will be released to the Golden Pacific shareholders.
−Removed: Additionally, we held back a $ 3.3 million payable to a dissenting Golden Pacific shareholder pending resolution of the shareholder’s dissenter’s rights appraisal claim, which could possibly result in a lower or higher amount paid to the dissenting shareholder once a ruling is made regarding the appraisal claim.
−Removed: The Bank Merger was accounted for as a business combination.
−Removed: The preliminary purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date.
−Removed: The excess of the total purchase consideration over the fair value of the net assets acquired of $ 11.2 million was allocated to goodwill, none of which is expected to be deductible for tax purposes, and which is allocated to our Financial Services segment.
−Removed: Goodwill is primarily attributable to the expected benefits of operating a national bank.
−Removed: The results of operations of Golden Pacific subsequent to the date of acquisition are included in SoFi’s consolidated financial statements as of and for the year ended December 31, 2022.
−Removed: As the acquisition was not determined to be a significant acquisition, we do not disclose the pro forma impact of this acquisition to the results of operations in our interim and annual filings with the SEC.
−Removed: Identifiable intangible net assets at the date of acquisition included finite-lived intangible assets for core deposits with an aggregate fair value of $ 1.0 million.
−Removed: The intangible assets are being amortized over a period of 7.3 years based on the estimated economic life of the underlying assets.
−Removed: We incurred total acquisition-related costs related to the Bank Merger of $ 2.2 million, which were incurred during the year ended December 31, 2021, and are presented within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive income (loss).
+Added: Additionally, we held back a $ 3.3 million payable to a dissenting Golden Pacific shareholder pending resolution of the shareholder’s dissenter’s rights appraisal claim.
+Added: During the fourth quarter of 2023, the appraisal claim was settled and payment was released.
Acquisition of Technisys S.A.
−Removed: On March 3, 2022, we acquired Technisys S.A., a Luxembourg société anonyme, (“Technisys”), pursuant to an Agreement and Plan of Merger dated as of February 19, 2022 and amended as of March 3, 2022, by and among the Company, Technisys, Atom New Delaware, Inc., a Delaware corporation and a wholly owned subsidiary of Atom, and Atom Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of SoFi Technologies (“Technisys Merger”).
−Removed: We acquired all of the outstanding equity interests in Technisys (the “Technisys Merger”).
−Removed: The Technisys Merger was accounted for as a business combination.
−Removed: Technisys is a cloud-native digital and core banking platform with an existing footprint of financial services customers in Latin America.
−Removed: With the acquisition of Technisys, we expanded our technology platform services to a broader international
+Added: On March 3, 2022, we acquired Technisys S.A., a Luxembourg société anonyme, (“Technisys”), pursuant to an Agreement and Plan of Merger dated as of February 19, 2022 and amended as of March 3, 2022, by and among the Company, Technisys, Atom New Delaware, Inc., a Delaware corporation and a wholly owned subsidiary of Atom, and Atom Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of SoFi Technologies (the “Technisys Merger”).
+Added: In the business combination, we acquired all of the outstanding equity interests in Technisys for a preliminary purchase consideration of $ 915.4 million.
+Added: During the third quarter of 2022, we finalized the closing net working capital calculation specified in the merger agreement, which resulted in a reduction to the equity consideration of 155,794 shares, representing an adjustment to the total purchase consideration of $ 1,665 , and a corresponding reduction to the carrying value of recognized goodwill.
+Added: The remaining 442,274 shares that were held in escrow associated with the working capital calculation were released to the former Technisys shareholders.
+Added: The finalized closing net working capital calculation did not impact the estimated fair values of the assets acquired and liabilities assumed in conjunction with the transaction.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents the components of the purchase consideration to acquire Technisys as of December 31, 2022:
+Added: The following table presents the components of the total purchase consideration to acquire Technisys as of December 31, 2022:
Fair value of common stock issued (1)
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(1) Reflects the shares of SoFi common stock issued in the acquisition of 81,700,318 , multiplied by the closing stock price of SoFi common stock on the closing date of the Technisys Merger.
−Removed: Additionally, these shares are inclusive of 6,305,595 shares that remain held in escrow.
−Removed: These escrow shares are expected to be released no later than 15 months after the close of the acquisition.
−Removed: (2) We made payments of $ 17,641 related to this component of purchase consideration during the year ended December 31, 2022.
+Added: Additionally, these shares are inclusive of 6,305,595 shares that were held in escrow.
(2) We contemporaneously converted outstanding performance awards into RSUs to acquire common stock of SoFi (“Replacement Awards”).
The fair value of awards assumed in the purchase consideration was based on the closing stock price of SoFi common stock on the closing date of the Technisys Merger.
−Removed: Refer to Note 16 for additional information on our RSUs, including the Replacement Awards.
−Removed: During the third quarter of 2022, we finalized the closing net working capital calculation specified in the merger agreement, which resulted in a reduction to the equity consideration of 155,794 shares, representing an adjustment to the total purchase consideration of $ 1,665 , and a corresponding reduction to the carrying value of recognized goodwill.
−Removed: The remaining 442,274 shares that were held in escrow associated with the working capital calculation were released to the former Technisys shareholders.
−Removed: The finalized closing net working capital calculation did not impact the estimated fair values of the assets acquired and liabilities assumed in conjunction with the transaction.
−Removed: The following table presents the allocation of the total purchase consideration to the estimated fair values of the identified assets acquired and liabilities assumed of Technisys as of the date of acquisition.
−Removed: The table reflects measurement period adjustments made during 2022, as well as an adjustment to the purchase consideration associated with the final working capital calculation, each of which also impacted the amount of recognized goodwill:
−Removed: Preliminary Purchase Price Allocation Measurement Period Adjustments (1)
−Removed: Updated Purchase Price Allocation
−Removed: Assets acquired
−Removed: Cash and cash equivalents
−Removed: $ 25,710 $ — $ 25,710
−Removed: Accounts receivable (2)
−Removed: 15,354 ( 2,942 ) 12,412
−Removed: Intangible assets (3)
−Removed: 239,000 — 239,000
−Removed: Operating lease right-of-use (“ROU”) assets
−Removed: 1,011 2,843 3,854
−Removed: Total identifiable assets acquired
−Removed: 281,662 ( 99 ) 281,563
−Removed: Liabilities assumed
−Removed: Accounts payable, accruals and other liabilities
−Removed: 16,462 6,624 23,086
−Removed: Operating lease liabilities 587 — 587
−Removed: Deferred income taxes (4)
−Removed: 55,104 2,239 57,343
−Removed: Total liabilities assumed
−Removed: 72,153 8,863 81,016
−Removed: Total identified net assets acquired
−Removed: 209,509 ( 8,962 ) 200,547
−Removed: 705,920 7,297 713,217
−Removed: Total consideration
−Removed: $ 915,429 $ ( 1,665 ) $ 913,764
−Removed: _________________
−Removed: (1) The measurement period adjustments did not have a significant impact on our results of operations.
−Removed: The adjustment to accounts payable, accruals and other liabilities included a tax payable adjustment of $ 6,484 .
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: (2) Included accounts receivable and unbilled revenue with a gross contractual amount of $ 14,768 .
−Removed: At the date of acquisition, the Company expected $ 2,356 to be uncollectible.
−Removed: (3) Intangible assets consist of finite-lived intangible assets, as follows:
−Removed: Gross carrying amount
−Removed: Weighted-average useful life (years)
−Removed: Developed technology (a)
−Removed: $ 187,000 8.8
−Removed: Customer-related (b)
−Removed: Trade names, trademarks and domain names (c)
−Removed: __________________
−Removed: (a) Valued using the Multi-Period Excess Earnings Method (“MPEEM”), which is a form of the income approach.
−Removed: The significant assumptions include:
−Removed: (i) the estimated annual net cash flows, which are a function of expected earnings attributable to the asset (and include an assumed technology migration curve), contributory asset charges and the applicable tax rate, and (ii) an assumed discount rate, which reflects the risk of the asset relative to the overall risk of Technisys.
−Removed: (b) Valued using the With and Without Method, which is a form of the income approach.
−Removed: The significant assumptions include:
−Removed: (i) the estimated annual revenues and net cash flows both with the existing customer base and without the existing customer base, which include assumptions regarding revenue ramp-up periods and attrition rates, and (ii) an assumed discount rate, consistent with (a) above.
−Removed: (c) Valued using the Relief from Royalty Method, which is a form of the income approach.
−Removed: The significant assumptions include:
−Removed: (i) the estimated annual net cash flows, which are a function of expected earnings attributable to the asset, the probability of use of the asset, the royalty rate and the applicable tax rate, and (ii) the discount rate, consistent with (a) above.
−Removed: (4) The deferred tax liabilities recognized in the acquisition were primarily related to the acquired intangible assets, in which the acquiree had a significantly lower tax basis compared to the fair value.
−Removed: (5) The excess of the total purchase consideration over the fair value of the identified net assets acquired was allocated to goodwill, no ne of which is expected to be deductible for tax purposes.
−Removed: Goodwill is primarily attributable to expected growth opportunities at Technisys, and secondarily attributable to the expected synergies from leveraging the Technisys technology to enhance and expand Galileo’s product offerings and operations, as well as expand its market reach.
−Removed: As such, all of the goodwill is allocated to the Technology Platform segment.
−Removed: The Company incurred total acquisition-related costs related to the Technisys Merger of $ 20.7 million, of which $ 17.4 million were incurred during the year ended December 31, 2022 and $ 3.3 million were incurred during the year ended December 31, 2021, which were presented within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive income (loss).
−Removed: From the date of acquisition through December 31, 2022, the acquired results of operations for Technisys contributed total net revenue of $ 69.2 million and net loss of $ 24.7 million to the Company’s consolidated results, which was inclusive of amortization expense recognized on the acquired intangible assets.
+Added: We settled vested employee performance awards, which were a component of the purchase consideration above, with payments during the years ended December 31, 2023 and 2022 of $ 19,656 and $ 17,641 , respectively.
+Added: During the year ended December 31, 2023, we released 6,259,736 escrow shares during the second and fourth quarters of 2023.
+Added: The remaining 45,859 shares continue to be held in escrow pending resolution of outstanding indemnification claims by SoFi.
The following unaudited supplemental pro forma financial information presents the Company’s consolidated results of operations as if the business combination had occurred on January 1, 2020:
Year Ended December 31,
−Removed: 2022 2021 2020
Total net revenue $ 1,584,439 $ 1,055,219
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• the related income tax effects, at the statutory tax rate applicable for each period, of the pro forma adjustments noted above.
+Added: The unaudited supplemental pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Technisys.
+Added: Acquisition of Wyndham Capital Mortgage
+Added: On April 3, 2023, we acquired all of the outstanding equity interests in Wyndham for cash consideration.
+Added: With the acquisition of Wyndham, a fintech mortgage lender, we broadened our suite of home loan products and now manage the technology for a digitized mortgage experience.
+Added: The acquisition is being accounted for as a business combination.
+Added: The purchase consideration is being allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date.
+Added: The excess of the total purchase consideration over the fair value of the net assets acquired is allocated to goodwill, which is expected to be deductible for tax purposes.
+Added: The fair value estimates are subject to change for up
SoFi Technologies, Inc.
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(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The unaudited supplemental pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Technisys.
+Added: to one year after the acquisition date as additional information becomes available.
+Added: The acquisition was not determined to be a significant acquisition.
In each of our revenue arrangements, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects our expected consideration in exchange for those goods or services.
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The standalone selling price of the software license and maintenance are determined based on the complexity and size of the license.
−Removed: We had deferred revenue of $ 10,028 and $ 2,553 as of December 31, 2022 and 2021, respectively, which are presented within accounts payable, accruals and other liabilities in the consolidated balance sheets.
−Removed: During the years ended December 31, 2022 and 2021, we recognized revenue of $ 7,773 and $ 685 , respectively, associated with deferred revenue within noninterest income—technology products and solutions in the consolidated statements of operations and comprehensive income (loss).
Payments to customers :
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In one type of referral arrangement, we refer end users through our platform to third-party enterprise partners.
−Removed: The third-party enterprise partners are our customers, and our single performance obligation is to present referral leads.
Our referral fee is calculated as either a fixed price per successful referral or a percentage of the transaction volume between the enterprise partners and referred consumers.
−Removed: Our performance is satisfied over time and is measured under the expected value method based on the quantity of successful referrals or the referred transaction volume.
−Removed: The value of our services transferred to our partners is represented by the referral fee rate agreed upon at contract inception.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
In another type of referral arrangement, we earn referral fulfillment fees for providing pre-qualified borrower referrals to a third-party partner who separately contracts with a loan originator.
Our referral fees are based on the referred loan amount, subject to a referral fulfillment fee penalty if a loan is determined to be ineligible and becomes a charged-off loan as defined in the contract.
−Removed: We satisfy our performance obligation to provide borrower referrals over time as our customer purchases the successfully originated loans from the loan originator.
−Removed: The referral fulfillment fee penalty represents variable consideration.
−Removed: We allocate the variable consideration to the distinct period in which the referral services are delivered.
−Removed: When pricing terms are not consistent throughout the entire term of the contract, we estimate variable consideration using the expected value method based on the estimated probability of ineligible loan charge-offs, which requires management judgment using our meaningful experience through our lending business.
We recognize revenue for each originated loan, less the estimated referral fulfillment fee penalty.
−Removed: The estimated referral fulfillment fee penalty was immaterial as of December 31, 2022.
+Added: The estimated referral fulfillment fee penalty was immaterial as of December 31, 2023 and 2022.
We earn interchange fees from debit and credit cardholder transactions conducted through payment networks.
−Removed: Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.
−Removed: Interchange is presented net of cardholder rewards associated with card transactions.
−Removed: We earn fees in connection with facilitating investment-related transactions through our platform, including brokerage transactions, share lending, digital assets transactions and exchange conversions, for which we may act in the capacity of a principal or an agent depending on the nature of our control and involvement.
−Removed: In certain brokerage transactions, we act in the capacity of a principal and earn negotiated fees based on the number and type of transactions requested by our customers.
−Removed: In our share lending arrangements and pay for order flow arrangements, we do not oversee the execution of the transactions, and ultimately lack requisite control, but benefit through a negotiated revenue sharing arrangement.
−Removed: Therefore, we act in the capacity of an agent for share lending and recognize revenue net of fees paid to satisfy the performance obligation.
−Removed: In our digital assets arrangements, our fee is calculated as a negotiated percentage of the transaction volume.
−Removed: In these arrangements, we act in the capacity of a principal and recognize revenue gross of the fees we pay to obtain the digital assets for access by our members.
−Removed: Our brokerage performance obligation is completely satisfied upon completion of an investment-related transaction.
−Removed: We measure our progress toward complete satisfaction of our performance obligation using the output method, with investment transaction activity representing the measure that faithfully depicts the transfer of brokerage services.
−Removed: We incur costs for clearing and processing services that relate to satisfied performance obligations within our brokerage arrangements, which are expensed as incurred.
−Removed: Although certain of our commission costs qualify for capitalization, because their amortization period is less than one year, we expense these costs as incurred.
−Removed: Additionally, we expense as incurred any upfront account funding incentives paid to customers that are not tied to a contract period.
−Removed: Disaggregated Revenue
−Removed: The table below presents revenue from contracts with customers disaggregated by type of service, which best depicts how the revenue and cash flows are affected by economic factors, and by the reportable segment to which each revenue stream relates, as well as a reconciliation of total revenue from contracts with customers to total noninterest income .
−Removed: Revenue from contracts with customers is presented within noninterest income—technology products and solutions and noninterest income—
+Added: Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: other in the consolidated statements of operations and comprehensive income (loss).
+Added: daily, concurrently with the transaction processing services provided to the cardholder.
+Added: Interchange is presented net of cardholder rewards associated with card transactions.
+Added: We earn fees in connection with facilitating investment-related transactions through our platform, which we refer to as brokerage revenue.
+Added: Our brokerage revenue performance obligation is generally completely satisfied upon the completion of an investment-related transaction.
+Added: In general, we act as the agent in these arrangements as we do not oversee the execution of the transactions and ultimately lack the requisite control.
+Added: Disaggregated Revenue
+Added: The table below presents revenue from contracts with customers disaggregated by type of service, which best depicts how the revenue and cash flows are affected by economic factors, and by the reportable segment to which each revenue stream relates, as well as a reconciliation of total revenue from contracts with customers to total noninterest income .
+Added: Revenue from contracts with customers is presented within noninterest income—technology products and solutions and noninterest income—other in the consolidated statements of operations and comprehensive loss.
There were no revenues from contracts with customers attributable to our Lending segment for any of the years presented.
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319,845 299,379 191,847
−Removed: Software licenses 5,522 — —
4,145 6,583 1,205
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Total revenue from contracts with customers
−Removed: Technology services
421,454 377,096 247,718
−Removed: Referrals 36,052 15,750 5,889
−Removed: 17,391 10,642 2,433
−Removed: 15,446 22,733 3,470
−Removed: Software licenses 5,522 — —
−Removed: 3,306 6,746 1,411
−Removed: Total revenue from contracts with customers
−Removed: $ 377,096 $ 247,718 $ 103,331
Other Sources of Revenue
−Removed: Loan origination and sales $ 605,403 $ 497,626 $ 371,323
−Removed: Securitizations ( 40,031 ) ( 14,862 ) ( 70,251 )
+Added: Loan origination, sales, and securitizations 371,812 565,372 482,764
Servicing 37,328 43,547 ( 2,281 )
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_____________________
−Removed: (1) In Financial Services, includes revenues from equity capital markets services and enterprise services.
−Removed: In Technology Platform, includes payment network fees for serving as a transaction card program manager for enterprise customers that are the program marketers for separate card programs.
+Added: (1) Financial Services includes revenues from enterprise services and equity capital markets services.
+Added: Technology Platform includes revenues from software licenses and associated services, and payment network fees for serving as a transaction card program manager for enterprise customers that are the program marketers for separate card programs.
+Added: (2) Related to these technology products and solutions arrangements, we had deferred revenue of $ 5,718 and $ 10,028 as of December 31, 2023 and 2022, respectively, which are presented within accounts payable, accruals and other liabilities in the consolidated balance sheets.
+Added: During the years ended December 31, 2023, 2022 and 2021, we recognized revenue of $ 8,327 , $ 7,773 and $ 685 , respectively, associated with deferred revenue within noninterest income—technology products and solutions in the consolidated statements of operations and comprehensive loss.
Contract Balances
As of December 31, 2023 and 2022, accounts receivable, net associated with revenue from contracts with customers was $ 60,466 and $ 61,226 , respectively, which were reported within other assets in the consolidated balance sheets.
−Removed: The increase in contract balances during the current period includes the effect of the Technisys Merger, which contributed $ 21,614 to the balance as of December 31, 2022.
−Removed: As of December 31, 2022, our loan portfolio consisted of loans held for sale, including personal loans, student loans and home loans, which are measured at fair value under the fair value option, and loans held for investment, including credit cards, and commercial and consumer banking loans, which are measured at amortized cost.
−Removed: Below is a disaggregated
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: presentation of our loans, inclusive of fair market value adjustments and accrued interest income and net of the allowance for credit losses, as applicable:
+Added: As of December 31, 2023, our loan portfolio consisted of (i) loans held for sale, including personal loans and home loans, which are measured at fair value under the fair value option, (ii) loans held for investment, including student loans, which are measured at fair value under the fair value option, and (iii) loans held for investment, including senior secured loans, credit cards, and commercial and consumer banking loans, which are measured at amortized cost.
+Added: Below is a disaggregated presentation of our loans, inclusive of fair market value adjustments and accrued interest income and net of the allowance for credit losses, as applicable:
Loans held for sale
2 unchanged sentences
Student loans (2)
−Removed: 4,877,177 3,450,837
Home loans 66,198 69,463
1 unchanged sentence
Loans held for investment (3)
+Added: Student loans (4)
+Added: Total loans held for investment, at fair value
+Added: Senior secured loans
272,628 209,164
5 unchanged sentences
Total loans held for investment, at amortized cost (3)
−Removed: Total loans $ 13,865,031 $ 6,068,884
836,159 307,957
+Added: Total loans held for investment
+Added: 7,561,643 307,957
+Added: $ 22,958,414 $ 13,865,031
+Added: _____________________
(1) Includes $ 502,757 and $ 663,004 of personal loans in consolidated VIEs as of December 31, 2023 and 2022, respectively.
−Removed: (2) Includes $ 268,697 and $ 574,328 of student loans in consolidated VIEs as of December 31, 2022 and 2021, respectively.
−Removed: (3) See Note 1 and Note 5 for additional information on our loans at amortized cost as it pertains to the allowance for credit losses.
−Removed: Loans Held for Sale
−Removed: The following table summarizes the aggregate fair value of our loans held for sale, for which we elected the fair value option and are, therefore, measured at fair value on a recurring basis:
+Added: (2) Includes $ 268,697 of student loans in consolidated VIEs as of December 31, 2022.
+Added: (3) See Note 1.
+Added: Organization, Summary of Significant Accounting Policies and New Accounting Standards and Note 5.
+Added: Allowance for Credit Losses for additional information on our loans at amortized cost as it pertains to the allowance for credit losses.
+Added: (4) As of December 31, 2023, includes $ 2,459,103 of student loans covered by financial guarantees, and $ 221,461 of student loans in consolidated VIEs.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: Loans Measured at Fair Value
+Added: The following table summarizes the aggregate fair value of our loans for which we elected the fair value option.
+Added: Fair Value Measurements for the assumptions used in our fair value model.
Personal Loans Student Loans Home Loans Total
1 unchanged sentence
Unpaid principal $ 14,498,629 $ 6,445,586 $ 67,406 $ 21,011,621
−Removed: $ 8,283,400 $ 4,794,517 $ 77,705 $ 13,155,622
Accumulated interest 114,541 34,357 92 148,990
2 unchanged sentences
Total fair value of loans (1)
+Added: $ 15,330,573 $ 6,725,484 $ 66,198 $ 22,122,255
December 31, 2022
Unpaid principal $ 8,283,400 $ 4,794,517 $ 77,705 $ 13,155,622
−Removed: $ 2,188,773 $ 3,356,344 $ 210,111 $ 5,755,228
Accumulated interest 55,673 19,433 151 75,257
3 unchanged sentences
$ 8,610,434 $ 4,877,177 $ 69,463 $ 13,557,074
−Removed: (1) These items are impacted by charge-offs during the period.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: _____________________
+Added: (1) Each component of the fair value of loans is impacted by charge-offs during the period.
+Added: Our fair value assumption for annual default rate incorporates fair value markdowns on loans beginning when they are 10 days or more delinquent, with additional markdowns at 30, 60 and 90 days past due.
The following table summarizes the aggregate fair value of loans 90 days or more delinquent.
As delinquent personal loans and student loans are charged off after 120 days of delinquency, amounts presented below represent the fair value of loans that are 90 to 120 days delinquent.
−Removed: There were no home loans that were 90 days or more delinquent as of the dates presented.
Personal Loans Student Loans
11 unchanged sentences
Accumulated interest
+Added: 1,207 304 — 1,511
Cumulative fair value adjustments (1)
2 unchanged sentences
$ 4,174 $ 3,407 $ — $ 7,581
+Added: __________________
+Added: (1) Our fair value assumption for annual default rate incorporates fair value markdowns on loans beginning when they are 10 days or more delinquent, with additional markdowns at 30, 60 and 90 days past due.
Transfers of Financial Assets
We regularly transfer financial assets and account for such transfers as either sales or secured borrowings depending on the facts and circumstances of the transfer.
−Removed: When a transfer of financial assets qualifies as a sale, in many instances we have continued involvement as the servicer of those financial assets.
+Added: When a transfer of financial assets qualifies as a sale, in many instances we have continuing involvement as the servicer of those financial assets.
As we expect the benefits of servicing to be more than just adequate, we recognize a servicing asset.
−Removed: Further, in the case of securitization-related transfers that qualify as sales, we have additional continued involvement as an investor, albeit at insignificant levels relative to the expected gains and losses of the securitization.
+Added: Further, in the case of securitization-related transfers that qualify as sales, we have additional continuing involvement as an investor, albeit at insignificant levels relative to the expected gains and losses of the securitization.
In instances where a transfer is accounted for as a secured borrowing, we perform servicing (but we do not recognize a servicing asset) and typically maintain a significant investment relative to the expected gains and losses of the securitization.
In whole loan sales, we do not have a residual financial interest in the loans, nor do we have any other power over the loans that would constrain us from recognizing a sale.
−Removed: Additionally, we have no repurchase requirements related to transfers of personal loans, student loans and non-GSE home loans other than standard origination representations and warranties, for which we record a liability based on expected repurchase obligations.
−Removed: For GSE home loans, we have customary GSE repurchase requirements, which do not constrain sale treatment but result in a liability for the expected repurchase requirement.
+Added: Additionally, we generally have no repurchase requirements related to transfers of personal loans, student loans and non-GSE home loans other than standard origination representations and warranties, for which we record a liability based on expected repurchase obligations.
+Added: For GSE home loans, we have customary
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: GSE repurchase requirements, which do not constrain sale treatment but result in a liability for the expected repurchase requirement.
The following table summarizes our personal loan and student loan securitization transfers qualifying for sale accounting treatment.
5 unchanged sentences
Securitization investments 18,985 55,491
−Removed: Deconsolidation of debt (1)
Servicing assets recognized 15,975 6,003
+Added: Repurchase liabilities recognized
Total consideration 394,774 1,111,556
6 unchanged sentences
Securitization investments — 62,783
−Removed: Deconsolidation of debt (1)
Servicing assets recognized — 36,948
2 unchanged sentences
Gain from loan sales
−Removed: $ 60,066 $ 84,390
−Removed: _____________________
−Removed: (1) For the year ended December 31, 2020, the gains from sales excluded losses from deconsolidations on personal loans and student loans of $ 6,098 and $ 8,601 , respectively.
−Removed: Deconsolidation of debt reflects the impacts of previously consolidated VIEs that became deconsolidated during the year because we no longer held a significant financial interest in the underlying securitization entity, which can fluctuate from period to period.
−Removed: Gains and losses on deconsolidations are presented within noninterest income—securitizations in the consolidated statements of operations and comprehensive income (loss).
+Added: Deconsolidation of debt reflects the impacts of previously consolidated VIEs that became deconsolidated during the period because we no longer hold a significant financial interest in the underlying securitization entity, which can fluctuate from period to period.
+Added: Gains and losses on deconsolidations are presented within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
+Added: During the year ended December 31, 2023, we had deconsolidation of debt on student loans of $ 100.3 million.
During the year ended December 31, 2022, we had deconsolidation of debt on personal loans of $ 70.6 million and on student loans of $ 126.0 million.
−Removed: The impact on earnings from these deconsolidations was immaterial.
+Added: For all periods, the impact on earnings from these deconsolidations was immaterial.
SoFi Technologies, Inc.
10 unchanged sentences
Repurchase liabilities recognized ( 2,069 ) ( 7,351 ) ( 8,168 )
−Removed: Total consideration 3,031,314 3,387,298 1,290,583
+Added: Total consideration received 596,003 3,031,314 3,387,298
Aggregate unpaid principal balance and accrued interest of loans sold 567,003 2,924,567 3,253,645
−Removed: Gain from loan sales $ 106,747 $ 133,653 $ 52,109
+Added: Realized gain
+Added: $ 29,000 $ 106,747 $ 133,653
Student loans
5 unchanged sentences
Aggregate unpaid principal balance and accrued interest of loans sold 99,916 881,922 1,635,280
−Removed: Gain from loan sales $ 11,078 $ 56,838 $ 118,122
+Added: Realized gain
+Added: $ 1,484 $ 11,078 $ 56,838
Fair value of consideration received:
4 unchanged sentences
Aggregate unpaid principal balance and accrued interest of loans sold 1,029,623 1,095,882 2,935,343
−Removed: Gain (loss) from loan sales $ ( 25,518 ) $ 82,476 $ 89,220
−Removed: The following table presents information about the unpaid principal balances of transferred loans that are not recorded in our consolidated balance sheets, but with which we have a continuing involvement through our servicing agreements:
+Added: Realized gain (loss)
+Added: $ 1,396 $ ( 25,518 ) $ 82,476
+Added: For certain transferred loans that qualified for sale accounting and are, therefore, off-balance sheet, we have continuing involvement through our servicing agreements.
+Added: For such loans, our exposure to loss is generally limited to the extent we would be required to repurchase such a loan due to a breach of representations and warranties associated with the loan transfer or servicing contract.
+Added: The following table presents information about the unpaid principal balances of loans originated by us and subsequently transferred, but with which we have continuing involvement:
Personal Loans Student Loans Home Loans Total
December 31, 2023
−Removed: Loans in repayment $ 3,266,023 $ 7,421,552 $ 5,099,069 $ 15,786,644
−Removed: Loans in-school/grace/deferment — 30,844 — 30,844
−Removed: Loans in forbearance 593 17,817 18,727 37,137
−Removed: Loans in delinquency 136,179 115,818 16,510 268,507
−Removed: Total loans serviced $ 3,402,795 $ 7,586,031 $ 5,134,306 $ 16,123,132
+Added: Loans in delinquency (30+ days past due) $ 52,813 $ 60,989 $ 24,193 $ 137,995
+Added: Total loans in delinquency 90,582 137,243 24,193 252,018
+Added: Total transferred loans serviced (1)
+Added: 2,223,785 6,148,800 5,592,793 13,965,378
December 31, 2022
−Removed: Loans in repayment $ 5,138,299 $ 9,852,957 $ 4,575,001 $ 19,566,257
−Removed: Loans in-school/grace/deferment — 37,949 — 37,949
−Removed: Loans in forbearance 1,120 44,833 40,353 86,306
−Removed: Loans in delinquency 75,275 112,885 7,465 195,625
−Removed: Total loans serviced $ 5,214,694 $ 10,048,624 $ 4,622,819 $ 19,886,137
+Added: Loans in delinquency (30+ days past due) $ 64,654 $ 46,986 $ 16,510 $ 128,150
+Added: Total loans in delinquency 108,991 115,818 16,510 241,319
+Added: Total transferred loans serviced (1)
+Added: 2,995,601 7,586,031 5,134,306 15,715,938
+Added: _____________________
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents additional information about the servicing cash flows received and net charge-offs related to transferred loans with which we have a continuing involvement:
+Added: (1) Total transferred loans serviced includes loans in delinquency, as well as loans in repayment, loans in-school/grace period/deferment (related to student loans), and loans in forbearance.
+Added: The vast majority of total transferred loans serviced represent loans in repayment as of the dates indicated.
+Added: The following table presents additional information about the servicing cash flows received and net charge-offs related to loans originated by us and subsequently transferred, but with which we have a continuing involvement:
Year Ended December 31,
1 unchanged sentence
Personal loans
−Removed: Servicing fees collected
+Added: Servicing fees collected from transferred loans
$ 20,577 $ 33,051 $ 34,421
−Removed: Charge-offs, net of recoveries (1)
+Added: Charge-offs, net of recoveries, of transferred loans
167,643 93,095 102,217
Student loans
−Removed: Servicing fees collected
−Removed: 35,203 46,657 50,794
−Removed: Charge-offs, net of recoveries (1)
+Added: Servicing fees collected from transferred loans
27,401 35,203 46,657
−Removed: Servicing fees collected
+Added: Charge-offs, net of recoveries, of transferred loans
41,642 34,136 24,675
−Removed: Charge-offs, net of recoveries
−Removed: Servicing fees collected
+Added: Servicing fees collected from transferred loans
14,530 12,893 8,749
−Removed: Charge-offs, net of recoveries (1)
+Added: Servicing fees collected from transferred loans
$ 62,508 $ 81,147 $ 89,827
+Added: Charge-offs, net of recoveries, of transferred loans
209,285 127,231 126,892
−Removed: (1) Personal loan and student loan charge-offs, net of recoveries, are impacted by the timing of charge-off sales performed on behalf of the purchasers of our loans, which lower the net amount disclosed.
−Removed: Loans Held for Investment
+Added: Loans Measured at Amortized Cost
Loan Portfolio Composition and Aging
4 unchanged sentences
December 31, 2023
+Added: Senior secured loans
+Added: $ 445,733 $ — $ — $ — $ — $ 445,733
Credit card 297,612 5,451 4,829 11,802 22,082 319,694
8 unchanged sentences
Credit card $ 225,165 $ 4,670 $ 3,626 $ 10,498 $ 18,794 $ 243,959
+Added: Commercial and consumer banking:
+Added: Commercial real estate 89,544 — — — — 89,544
+Added: Commercial and industrial 7,636 — 1 — 1 7,637
+Added: Residential real estate and other consumer (3)
2,966 — — — — 2,966
+Added: Total commercial and consumer banking
+Added: 100,146 — 1 — 1 100,147
+Added: $ 325,311 $ 4,670 $ 3,627 $ 10,498 $ 18,795 $ 344,106
+Added: _____________________
(1) All of the credit cards ≥ 90 days past due continued to accrue interest.
As of the dates indicated, there were no credit cards on nonaccrual status.
−Removed: As of December 31, 2022, commercial and consumer banking loans on nonaccrual status were immaterial, and there were no loans that were ≥ 90 days past due.
−Removed: (2) For credit card, the balance is presented before allowance for credit losses of $ 39,110 and $ 7,037 as of December 31, 2022 and 2021, respectively, and accrued interest of $ 4,315 and $ 1,359 , respectively.
−Removed: For commercial and consumer banking, the balance is presented before allowance for credit losses of $ 1,678 and accrued interest of $ 324 as of December 31, 2022.
−Removed: (3) Primarily includes residential real estate loans acquired in the Bank Merger, for which we did not elect the fair value option.
+Added: As of the dates indicated, commercial and consumer banking loans on nonaccrual status were immaterial.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: (2) For credit card, the balance is presented before allowance for credit losses of $ 52,385 and $ 39,110 as of December 31, 2023 and December 31, 2022, respectively, and accrued interest of $ 5,288 and $ 4,315 , respectively.
+Added: For senior secured loans, the balance is presented before accrued interest of $ 730 as of December 31, 2023.
+Added: For commercial and consumer banking, the balance is presented before allowance for credit losses of $ 2,310 and $ 1,678 , as of December 31, 2023 and December 31, 2022, respectively, and accrued interest of $ 415 and $ 324 , respectively.
+Added: (3) Includes residential real estate loans originated by Golden Pacific for which we did not elect the fair value option.
Credit Quality Indicators
21 unchanged sentences
• Watch — Loans that management believes will fully repay in accordance with the contractual loan terms, but for which certain credit attributes have changed from origination and warrant further monitoring.
−Removed: • Special mention — Loans with a potential weakness that deserves management’s close attention.
−Removed: If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or our credit position at some future date.
+Added: • Special mention — Loans with a potential weakness or weaknesses that deserves management’s close attention.
+Added: If left uncorrected, the potential weaknesses may result in deterioration of the repayment prospects for the loan or our credit position at some future date.
• Substandard — Loans that are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.
26 unchanged sentences
Allowance for Credit Losses
−Removed: Our allowance for credit losses represents our current estimate of expected credit losses over the remaining contractual life of certain financial assets including loans measured at amortized cost, including credit cards as well as commercial and consumer banking loans acquired in the Bank Merger, which relate to our Financial Services segment, and accounts receivables primarily related to our Technology Platform segment.
+Added: Our allowance for credit losses represents our current estimate of expected credit losses over the remaining contractual life of certain financial assets, including credit cards as well as commercial and consumer banking loans acquired in the Bank Merger, which relate to our Financial Services segment, and accounts receivables primarily related to our Technology Platform segment.
Given our methods of collecting funds on servicing receivables, our historical experience of infrequent write offs, and that we have not observed meaningful changes in our counterparties’ abilities to pay, we determined that the future exposure to credit losses on servicing related receivables was immaterial.
3 unchanged sentences
We apply the aforementioned assumptions to the drawn balance of credit cards within each pool to estimate the lifetime expected credit losses within each pool, which are then aggregated to determine the allowance for credit losses.
−Removed: We further consider an evaluation of overall portfolio credit quality based on indicators such as changes in our credit decisioning process, underwriting and collection management policies;
−Removed: the effects of external factors, such as regulatory requirements;
−Removed: general economic conditions;
−Removed: and inherent uncertainties in applying the methodology.
+Added: We evaluate whether to include qualitative reserves to cover losses that are expected but may not be adequately represented in the quantitative methods or the economic assumptions.
+Added: The qualitative reserves address possible limitations within the models, such as external conditions including regulatory requirements, emerging portfolio trends, the nature and size of the portfolio, portfolio concentrations, the volume and severity of past due accounts, or management risk actions.
When a credit card balance is charged off, we record a reduction to the allowance and the credit card balance.
3 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents changes in the Company’s allowance for credit losses:
+Added: The following table presents changes in our allowance for credit losses:
Credit Card (1)
2 unchanged sentences
Balance at January 1, 2022
+Added: $ 7,037 $ — $ 2,292
Provision for credit losses (2)
53,030 1,302 586
+Added: Allowance for PCD loans (3)
Write-offs charged against the allowance
4 unchanged sentences
54,267 678 773
−Removed: Allowance for PCD loans (4)
Write-offs charged against the allowance
5 unchanged sentences
Accounts receivable balances, net of allowance for credit losses, are presented within other assets in the consolidated balance sheets.
−Removed: (2) The provision for credit losses on credit cards and commercial and consumer banking loans is presented within noninterest expense—provision for credit losses.
−Removed: There were immaterial recoveries of amounts previously reserved related to credit cards and commercial and consumer banking loans.
−Removed: The provision for credit losses on accounts receivable is presented within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive income (loss).
+Added: (2) The provision for credit losses on credit cards and commercial and consumer banking loans is presented within noninterest expense—provision for credit losses in the consolidated statements of operations and comprehensive loss .
+Added: During the year ended December 31, 2023, recoveries of amounts previously reserved related to credit cards were $ 2,895 , and immaterial during the year ended December 31, 2022.
+Added: There were immaterial recoveries of amounts previously reserved related to commercial and consumer banking loans during the years ended December 31, 2023 and 2022.
+Added: The provision for credit losses on accounts receivable is presented within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive loss.
During the years ended December 31, 2023 and 2022, recoveries of amounts previously reserved related to accounts receivable were $ 1,252 and $ 2,912 , respectively.
−Removed: (3) The increase in credit card write-offs charged against the allowance during the year ended December 31, 2022 relative to 2021 was commensurate with our increased loan portfolio combined with elevated loss rates.
−Removed: (4) In connection with the Bank Merger, we obtained purchased credit deteriorated (“PCD”) loans, for which we measured an allowance, with a corresponding increase to the amortized cost basis as of the acquisition date.
+Added: (3) In connection with the Bank Merger, we obtained PCD loans, for which we measured an allowance, with a corresponding increase to the amortized cost basis as of the acquisition date.
Therefore, recognition of the initial allowance for credit losses did not impact earnings.
−Removed: Accrued interest receivables written off by reversing interest income during the year ended December 31, 2022 were $ 4,650 .
−Removed: Accrued interest receivables written off during the year ended December 31, 2021 were immaterial .
+Added: Accrued interest receivables written off by reversing interest income were $ 9.2 million and $ 4.7 million during the years ended December 31, 2023 and 2022, respectively.
SoFi Technologies, Inc.
5 unchanged sentences
The following table presents our investments in AFS debt securities:
−Removed: December 31, 2022
Amortized Cost
Accrued Interest Gross Unrealized Gains Gross Unrealized Losses (1)
+Added: December 31, 2023
Treasury securities $ 518,673 $ 206 $ 978 $ ( 780 ) $ 519,077
7 unchanged sentences
December 31, 2022
−Removed: Amortized Cost Accrued Interest Gross Unrealized Gains Gross Unrealized Losses (1)
Treasury securities $ 121,282 $ 217 $ — $ ( 3,510 ) $ 117,989
2 unchanged sentences
Corporate bonds 41,890 257 — ( 2,644 ) 39,503
−Removed: Agency TBA (4)
−Removed: 7,457 13 4 ( 8 ) 7,466
Agency mortgage-backed securities 8,899 22 — ( 991 ) 7,930
Other asset-backed securities 9,556 5 — ( 514 ) 9,047
−Removed: Commercial paper 9,939 — — — 9,939
2,133 21 — ( 228 ) 1,926
1 unchanged sentence
_____________________
−Removed: (1) As of December 31, 2022 and 2021, we determined that our unrealized loss positions related to credit losses were immaterial.
+Added: (1) As of December 31, 2023 and December 31, 2022, we concluded that there was no credit loss attributable to securities in unrealized loss positions, as (i) 92 % and 67 % of the amortized cost basis of our investments as of December 31, 2023 and December 31, 2022, respectively, was composed of U.S.
+Added: Treasury securities, agency mortgage-backed securities and sovereign foreign bonds, which are of high credit quality and have no risk of credit-related impairment due to the nature of the counterparties and history of no credit losses, and (ii) we have not identified factors indicating credit-related impairment for the remaining investments and expect that the contractual principal and interest payments will be received.
Additionally, we do not intend to sell the securities in loss positions nor is it more likely than not that we will be required to sell the securities prior to recovery of the amortized cost basis.
−Removed: (2) Includes sovereign foreign and supranational bonds.
+Added: (2) Includes supranational and sovereign foreign bonds.
(3) Includes state and city municipal bond securities.
−Removed: (4) Represented to-be-announced (“TBA”) securities, which were securities that were delivered under the purchase contract at a later date when the underlying security was issued.
−Removed: The December 31, 2021 balance was paid in cash during 2022.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents information about our investments in AFS debt securities with gross unrealized losses and the length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2022.
−Removed: There were no securities in a gross unrealized loss position for 12 months or more as of December 31, 2021.
−Removed: December 31, 2022
+Added: The following table presents information about our investments in AFS debt securities with gross unrealized losses and the length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2023 and December 31, 2022.
Less than 12 Months 12 Months or Longer Total
Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
+Added: December 31, 2023
Treasury securities $ 480,012 $ ( 58 ) $ 39,065 $ ( 722 ) $ 519,077 $ ( 780 )
5 unchanged sentences
Total investments in AFS debt securities $ 500,942 $ ( 215 ) $ 94,245 $ ( 3,005 ) $ 595,187 $ ( 3,220 )
+Added: December 31, 2022
+Added: Treasury securities $ 27,759 $ ( 1,171 ) $ 90,230 $ ( 2,339 ) $ 117,989 $ ( 3,510 )
+Added: Multinational securities — — 19,043 ( 724 ) 19,043 ( 724 )
+Added: Corporate bonds 4,480 ( 313 ) 35,023 ( 2,331 ) 39,503 ( 2,644 )
+Added: Agency mortgage-backed securities 6,448 ( 814 ) 1,482 ( 177 ) 7,930 ( 991 )
+Added: Other asset-backed securities — — 9,047 ( 514 ) 9,047 ( 514 )
+Added: Other 745 ( 200 ) 1,181 ( 28 ) 1,926 ( 228 )
+Added: Total investments in AFS debt securities $ 39,432 $ ( 2,498 ) $ 156,006 $ ( 6,113 ) $ 195,438 $ ( 8,611 )
The following table presents the amortized cost and fair value of our investments in AFS debt securities by contractual maturity:
−Removed: December 31, 2022 Due Within One Year Due After One Year Through Five Years Due After Five Years Through Ten Years Due After Ten Years Total
+Added: Due Within One Year Due After One Year Through Five Years Due After Five Years Through Ten Years Due After Ten Years Total
+Added: December 31, 2023
Investments in AFS debt securities—Amortized cost:
8 unchanged sentences
4.79 % 0.99 % 2.98 % 3.13 % 4.55 %
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: Due Within One Year Due After One Year Through Five Years Due After Five Years Through Ten Years Due After Ten Years Total
Investments in AFS debt securities—Fair value (2) :
7 unchanged sentences
_____________________
−Removed: (1) The weighted average yield represents the effective yield for the investment securities and is computed based on the amortized cost of each security as of December 31, 2022.
−Removed: (2) Presentation of fair values of our investments in AFS debt securities by contractual maturity excludes total accrued interest of $ 631 and $ 462 as of December 31, 2022 and 2021, respectively.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: Gross realized gains and losses on our investments in AFS debt securities were immaterial during the years ended December 31, 2022 and 2021, and there were no transfers between classifications of our investments in AFS debt securities.
−Removed: See Note 13 for unrealized gains and losses on our investments in AFS debt securities and amounts reclassified out of AOCI.
+Added: (1) The weighted average yield represents the effective yield for the investment securities owned at the end of the period and is computed based on the amortized cost of each security .
+Added: (2) Presentation of fair values of our investments in AFS debt securities by contractual maturity excludes total accrued interest of $ 639 and $ 631 as of December 31, 2023 and December 31, 2022, respectively.
+Added: Gross realized gains and losses on our investments in AFS debt securities were $ 3,356 and $ 509 , respectively, during the year ended December 31, 2023, and were immaterial during the years ended December 31, 2022 and 2021.
+Added: During the years ended December 31, 2023, 2022, and 2021 there were no transfers between classifications of our investments in AFS debt securities.
+Added: Equity for unrealized gains and losses on our investments in AFS debt securities and amounts reclassified out of AOCI.
Securitization Investments
7 unchanged sentences
Our consolidation policy is further discussed in Note 1.
+Added: Organization, Summary of Significant Accounting Policies and New Accounting Standards .
The VIEs are SPEs with portfolio loans securing debt obligations.
8 unchanged sentences
VIE creditors have no recourse against our general credit.
−Removed: As of December 31, 2022 and 2021, we had 6 and 13 consolidated VIEs, respectively, on our consolidated balance sheets.
−Removed: During the year ended December 31, 2022, we exercised securitization clean up calls related to 9 consolidated VIEs, and established 2 consolidated VIEs.
−Removed: The assets of consolidated VIEs that were included in our consolidated balance sheets may only be used to settle obligations of consolidated VIEs and were in excess of those obligations as of December 31, 2022 and 2021.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: As of December 31, 2023 and December 31, 2022, we had six consolidated VIEs, respectively, on our consolidated balance sheets.
+Added: During the year ended December 31, 2023, we established one consolidated VIE and consolidated one previously nonconsolidated VIE, and exercised securitization clean up calls related to two consolidated VIEs.
+Added: The assets of consolidated VIEs that were included in our consolidated balance sheets may only be used to settle obligations of consolidated VIEs and were in excess of those obligations as of December 31, 2023 and December 31, 2022.
Intercompany balances are eliminated upon consolidation.
3 unchanged sentences
We also have continuing, non-controlling involvement with the trusts as the servicer.
−Removed: As servicer, we have the power to perform the activities which most impact the economic performance of the VIE, but since we hold an insignificant financial interest in the trusts, we are not the primary beneficiary.
+Added: As servicer, we may have the power to perform the activities which most impact the economic performance of the VIE, but since either we hold an insignificant financial interest in the trusts or rights held by other variable interest holders convey power, we are not the primary beneficiary.
This financial interest represents the equity ownership interest in the loan trusts, wherein there is an obligation to absorb losses and the right to receive benefits from residual certificate ownership.
2 unchanged sentences
There are no liquidity arrangements, guarantees or other commitments by third parties that may affect the fair value or risk of our variable interests in nonconsolidated VIEs.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: As of December 31, 2022 and 2021, we had investments in 23 and 33 nonconsolidated VIEs, respectively.
−Removed: During the year ended December 31, 2022, we exercised securitization clean up calls on 9 nonconsolidated VIEs and collapsed the associated trusts, as well as consolidated 1 previously nonconsolidated VIE.
+Added: As of December 31, 2023 and December 31, 2022, we had investments in 22 and 23 nonconsolidated VIEs, respectively.
+Added: During the year ended December 31, 2023, we established one nonconsolidated trust, exercised a securitization clean up call on one nonconsolidated VIE and collapsed the associated trust, as well as consolidated one previously nonconsolidated VIE.
Goodwill and Intangible Assets
7 unchanged sentences
Additional goodwill recognized (1)
−Removed: Other adjustments (2)
+Added: 17,688 724,464
+Added: Goodwill impairment (2)
+Added: ( 247,174 ) —
Ending balance (3)
1 unchanged sentence
_____________________
−Removed: (1) For the year ended December 31, 2022, includes $ 713,217 related to the Technisys Merger (inclusive of measurement period adjustments and an adjustment related to the finalization of the closing net working capital calculation) and $ 11,247 related to the Bank Merger.
−Removed: (2) For the year ended December 31, 2021, includes an adjustment related to the finalization of the closing net working capital calculation in April 2021 for the acquisition of Galileo, which closed in 2020.
−Removed: (3) As of December 31, 2022 and 2021, we had goodwill attributable to the following reportable segments:
−Removed: $ 1,585,832 and $ 872,615 , respectively, to Technology Platform and $ 37,159 and $ 25,912 , respectively, to Financial Services.
−Removed: There were no goodwill impairment charges during the years ended December 31, 2022, 2021 and 2020.
+Added: (1) For the year ended December 31, 2023, related to the acquisition of Wyndham, which is attributable to our Lending reportable segment.
+Added: For the year ended December 31, 2022, includes $ 713,217 related to the Technisys Merger and $ 11,247 related to the Bank Merger.
+Added: (2) During the year ended December 31, 2023, we recognized goodwill impairment losses related to our Technology Platform reportable segment, which were reported within noninterest expense—goodwill impairment in the consolidated statements of operations and comprehensive loss.
+Added: These goodwill impairment losses represent non-cash charges and did not affect our liquidity position or regulatory capital ratios.
+Added: (3) As of December 31, 2023, goodwill attributable to the Lending, Technology Platform and Financial services reportable segments was $ 17,688 , $ 1,338,658 and $ 37,159 , respectively.
+Added: As of December 31, 2022, goodwill attributable to the Technology Platform and Financial services reportable segments was $ 1,585,832 and $ 37,159 , respectively.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Intangible Assets
22 unchanged sentences
Developed technology
+Added: 8.7 $ 444,438 $ ( 97,202 ) $ 347,236
Customer-related
+Added: 3.9 167,350 ( 99,264 ) 68,086
+Added: Trade names, trademarks and domain names
+Added: 8.7 20,060 ( 4,028 ) 16,032
Core banking infrastructure (2)
n/a 17,100 ( 17,100 ) —
−Removed: Trade names, trademarks and domain names 8.6 10,000 ( 1,901 ) 8,099
+Added: Capitalized software development costs (3)
+Added: 4.0 10,532 ( 737 ) 9,795
+Added: Core deposits
+Added: 7.3 1,000 ( 126 ) 874
Broker-dealer license and trading rights
1 unchanged sentence
$ ( 218,575 ) $ 442,155
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
_____________________
−Removed: (1) During the year ended December 31, 2022, the Company acquired $ 187,000 in developed technology, $ 42,000 in customer-related intangible assets and $ 10,000 in trade names, trademarks and domain names related to the acquisition of Technisys.
−Removed: Additionally, the Company acquired $ 1,000 of deposits related to the acquisition of Golden Pacific Bank.
+Added: (1) During the year ended December 31, 2023, the Company acquired $ 17,000 in developed technology related to the acquisition of Wyndham.
(2) Although the core banking infrastructure intangible asset was fully amortized as of December 31, 2023, it remains in use by the Company.
(3) Includes capitalized costs related to software products to be sold, leased or marketed within our technology products and solutions arrangements.
+Added: During the year ended December 31, 2023, the increase in capitalized software development costs relates to increased Technology Platform activity.
During the year ended December 31, 2023, total amortization expense related to capitalized software was $ 4,246 , and capitalized share-based compensation related to capitalized software development costs was immaterial.
5 unchanged sentences
Total $ 364,048
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Property, Equipment, Software and Leases
14 unchanged sentences
Leasehold improvements 40,257 ( 17,145 ) 23,112
−Removed: Furniture and fixtures 18,326 ( 7,748 ) 10,578
Computer hardware 21,265 ( 13,736 ) 7,529
+Added: Furniture and fixtures 18,808 ( 10,122 ) 8,686
Finance lease ROU assets (2)
15,100 ( 5,033 ) 10,067
−Removed: Construction in progress 661 — 661
+Added: Building and land 3,192 ( 67 ) 3,125
Total $ 270,723 $ ( 100,619 ) $ 170,104
4 unchanged sentences
See below for additional information on our leases.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
For the years ended December 31, 2023, 2022 and 2021, total depreciation and amortization expense associated with property, equipment and software, inclusive of the amortization of capitalized share-based compensation, was $ 96,497 , $ 59,081 and $ 31,061 , respectively.
−Removed: For the years ended December 31, 2022, 2021 and 2020, we recognized no property, equipment and software abandonment and there were no impairments recognized.
−Removed: We had immaterial losses on disposals during the years ended December 31, 2022 and 2021.
+Added: For the years ended December 31, 2023, 2022 and 2021, we recognized no property, equipment and software abandonment and no impairments, and had immaterial losses on disposals.
+Added: Leases and Occupancy
We primarily lease our office premises under multi-year, non-cancelable operating leases.
Our operating leases have terms expiring from 2024 to 2040, exclusive of renewal option periods.
−Removed: Our office leases contain renewal option periods ranging from one to ten years from the expiration dates.
+Added: Our office leases contain renewal option periods ranging from three to ten years from the expiration dates.
These options were not recognized as part of our ROU assets and operating lease liabilities, as we did not conclude at the commencement date of the leases that we were reasonably certain to exercise these options.
1 unchanged sentence
Our finance leases expire in 2040.
−Removed: Our operating and finance leases include leases from our September 2019 agreements associated with being the named sponsor of the LA Stadium and Entertainment District at Hollywood Park in Inglewood, California (“SoFi Stadium”), which includes the stadium itself, a performance venue and a future shopping district.
−Removed: Operating leases that commenced in September 2020 included our rights to use two multi-purpose stadium suites, for which we elected the practical expedient to not bifurcate the lease component from the non-lease components, and our rights to certain event space within the stadium and performance venue on a rent-free basis, for which we applied the short-term lease exemption practical expedient.
+Added: Our operating and finance leases include leases from our September 2019 agreements associated with being the named sponsor of SoFi Stadium, which includes the stadium itself, a performance venue and a future shopping district.
+Added: Operating leases that commenced in September 2020 included our rights to use two multi-purpose stadium suites, for which we elected the practical expedient to not bifurcate the lease component from the non-lease components, and our rights to certain event space
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: within the stadium and performance venue on a rent-free basis, for which we applied the short-term lease exemption practical expedient.
Finance leases that commenced in September 2020 included our rights to certain physical signage within the stadium.
−Removed: The agreement associated with the shopping district is currently expected to commence during 2023.
+Added: The agreement associated with the shopping district commenced in 2023.
We bifurcated lease components from non-lease components of certain of the arrangements, the latter of which represent sponsorship and advertising opportunities rather than the rights to physical assets that we control.
−Removed: We recognize the non-lease components within noninterest expense—sales and marketing in the consolidated statements of operations and comprehensive income (loss).
+Added: We recognize the non-lease components within noninterest expense—sales and marketing in the consolidated statements of operations and comprehensive loss.
The components of lease expense and supplemental cash flow and non-cash information related to our leases were as follows.
22 unchanged sentences
$ 8,553 $ ( 3,885 ) $ 12,734
−Removed: Non-cash finance lease ROU assets obtained in exchange for new finance lease liabilities
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
_____________________
1 unchanged sentence
We elected the practical expedient to not bifurcate the lease component from the non-lease components.
−Removed: (2) We entered into a sublease arrangement through which we earned sublease income, which offset our lease cost related to the underlying premises.
−Removed: During the year ended December 31, 2020, we offered the sublessee a partial rent abatement as a result of the COVID-19 pandemic.
−Removed: The sublease arrangement terminated in August 2021.
(2) For the years ended December 31, 2023 and 2022, includes $ 6,995 and $ 764 , respectively, of operating lease ROU assets obtained through acquisitions.
17 unchanged sentences
(2) Finance lease liabilities are presented within accounts payable, accruals and other liabilities in the consolidated balance sheets.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
As of December 31, 2023, future maturities of lease liabilities and a reconciliation of the total undiscounted cash flows to the lease liabilities in the consolidated balance sheets were as follows:
6 unchanged sentences
2028 15,211 1,061
−Removed: 44,918 12,992
−Removed: 147,320 18,083
+Added: Thereafter 33,296 11,931
+Added: Total 133,479 17,119
imputed interest ( 24,830 ) ( 3,947 )
−Removed: ( 29,562 ) ( 4,400 )
Lease liabilities $ 108,649 $ 13,172
−Removed: $ 117,758 $ 13,683
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: Occupancy-related costs, which primarily relate to the operations of our leased office spaces, were $ 31,946 , $ 33,170 , and $ 28,949 for the years ended December 31, 2023, 2022 and 2021, respectively.
+Added: Occupancy-related expenses are presented within the following categories of expenses within noninterest expense :
+Added: (i) technology and product development , (ii) sales and marketing , (iii) cost of operations , and (iv) general and administrative in the consolidated statements of operations and comprehensive loss.
Other Assets and Other Liabilities
2 unchanged sentences
$ 169,852 $ 127,050
−Removed: Digital assets safeguarding asset (2)
−Removed: Prepaid expenses 73,429 57,903
−Removed: Derivative financial instruments (3)
+Added: Prepaid expenses and capitalized contract costs (2)
112,748 73,429
+Added: Credit default swap (3)
Restricted investments (4)
+Added: 83,551 28,651
Investments in equity securities (5)
+Added: 22,920 22,825
+Added: Digital assets safeguarding asset (6)
+Added: 9,292 106,826
+Added: Derivative financial instruments (7)
Other 45,883 23,943
2 unchanged sentences
(1) Includes accounts receivable, net of allowance for credit losses, associated with revenue from contracts with customers, deposit-related receivables and other receivables.
−Removed: See Note 5 for information on the allowance for credit losses on accounts receivable.
−Removed: (2) See Note 1 and Note 15 for additional information on the digital assets safeguarding asset.
−Removed: (3) See Note 14 for additional information on derivative financial instruments.
−Removed: (4) Subsequent to operating SoFi Bank, we have investments in Federal Reserve Bank (“FRB”) stock and Federal Home Loan Bank (“FHLB”) stock, which are restricted investment securities that are not marketable.
+Added: Allowance for Credit Losses for information on the allowance for credit losses on accounts receivable.
+Added: (2) Includes capitalized incremental costs of obtaining certain contracts of $ 60,729 as of December 31, 2023 which are amortized over the life of the account through noninterest expense—sales and marketing on the consolidated statements of operations and comprehensive loss.
+Added: (3) We entered into a credit default swap related to our student loans which meets the definition of a financial guarantee and is excluded from derivative accounting treatment.
+Added: We apply the insurance contract claim method by deferring the full estimated amount of premiums paid and payable at inception.
+Added: (4) Includes investments in FRB stock and FHLB stock, which are restricted investment securities that are not marketable.
These investments are carried at cost and assessed for impairment.
1 unchanged sentence
Our equity method investment income for the year ended December 31, 2023 was immaterial and we did not receive any distributions.
+Added: (6) See Note 1.
+Added: Organization, Summary of Significant Accounting Policies and New Accounting Standards and Note 15.
+Added: Fair Value Measurements for additional information on the digital assets safeguarding asset.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: (7) See Note 14.
+Added: Derivative Financial Instruments and Note 15.
+Added: Fair Value Measurements for additional information on derivative financial instruments.
The following table presents the components of accounts payable, accruals and other liabilities :
1 unchanged sentence
$ 202,259 $ 145,971
+Added: Credit default swap (2)
Accounts payable 93,301 126,875
−Removed: Digital assets safeguarding liability (2)
−Removed: Deferred tax liabilities, net (3)
Accrued interest 66,614 17,700
+Added: Deferred tax liabilities, net (3)
+Added: 40,229 56,482
Finance lease liability (4)
13,172 13,683
+Added: Digital assets safeguarding liability (5)
+Added: 9,292 106,826
Deferred revenue (6)
4 unchanged sentences
(1) Includes accrued compensation and compensation-related expenses, accrued taxes and other accrued expenses.
−Removed: (2) See Note 1 and Note 15 for additional information on the digital assets safeguarding liability.
−Removed: (3) See Note 17 for additional information on income taxes.
−Removed: (4) See Note 9 for additional information on finance leases.
−Removed: (5) See Note 3 for additional information on deferred revenue.
−Removed: (6) See Note 14 for additional information on derivative financial instruments.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: We commenced offering deposit accounts (referred to as “SoFi Checking and Savings” accounts) to our members through SoFi Bank in the first quarter of 2022.
−Removed: Our interest-bearing deposits primarily consist of demand deposits, savings deposits and, to a lesser extent, time deposits.
−Removed: We also have noninterest-bearing deposits associated with legacy Golden Pacific accounts.
+Added: (2) See footnote (3) to the table above.
+Added: (3) See Note 17.
+Added: Income Taxes for additional information on income taxes.
+Added: (4) See Note 9.
+Added: Property, Equipment, Software and Leases for additional information on finance leases.
+Added: (5) See Note 1.
+Added: Organization, Summary of Significant Accounting Policies and New Accounting Standards and Note 15.
+Added: Fair Value Measurements for additional information on the digital assets safeguarding liability.
+Added: (6) See Note 3.
+Added: Revenue for additional information on deferred revenue.
+Added: (7) See Note 14.
+Added: Derivative Financial Instruments and Note 15.
+Added: Fair Value Measurements for additional information on derivative financial instruments.
+Added: We offer deposit accounts (referred to as “checking and savings” accounts within SoFi Money) to our members through SoFi Bank, which include interest-bearing deposits and noninterest-bearing deposits.
The following table presents a detail of interest-bearing deposits:
−Removed: December 31, 2022
Savings deposits $ 12,902,033 $ 4,383,953
Demand deposits (1)
+Added: 2,663,335 1,912,452
Time deposits (1)(2)
−Removed: Total interest-bearing deposits $ 7,265,792
3,003,625 969,387
−Removed: (1) Includes brokered deposits of $ 1,026,400 , of which $ 940,000 are time deposits and $ 86,400 are demand deposits.
−Removed: (2) The amount of time deposits that exceeded the insured limit (referred to as “uninsured deposits”) totaled $ 20,842 .
−Removed: As of December 31, 2022, future maturities of our total time deposits were as follows:
+Added: Total interest-bearing deposits $ 18,568,993 $ 7,265,792
_____________________
−Removed: Total $ 969,387
+Added: (1) As of December 31, 2023 and December 31, 2022, includes brokered deposits of $ 3,160,414 and $ 1,026,400 , respectively, of which $ 2,971,462 and $ 940,000 , respectively, are time deposits and $ 188,952 and $ 86,400 , respectively, are demand deposits.
+Added: (2) As of December 31, 2023 and December 31, 2022, the amount of time deposits that exceeded the insured limit (referred to as “uninsured deposits”) totaled $ 21,268 and $ 20,842 , respectively.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: As of December 31, 2023, future maturities of our total time deposits were as follows:
+Added: 2024 $ 2,578,881
+Added: Total $ 3,003,625
The following table summarizes the components of our debt:
3 unchanged sentences
Weighted Average Effective Interest Rate (3)
+Added: Termination/Maturity (4)
Total Capacity Total Outstanding (5)
1 unchanged sentence
Debt Facilities
−Removed: Student loan warehouse facilities $ 2,530,021 4.85 % – 6.40 %
−Removed: 5.70 % April 2023 – May 2025
−Removed: $ 4,300,000 $ 1,504,926 $ 1,074,915
Personal loan warehouse facilities $ 1,271,233
+Added: 5.61 % – 7.30 %
6.20 % January 2024 – January 2032
+Added: Student loan warehouse facilities 2,530,122
6.13 % – 7.16 %
−Removed: Credit card warehouse facility — 5.94 % — % December 2023 100,000 — 11,810
+Added: 6.72 % April 2024 – December 2026
+Added: Credit card warehouse facility —
+Added: — % June 2025
Risk retention warehouse facilities (6)
1 unchanged sentence
7.03 % January 2024 – October 2027
−Removed: 200,000 101,964 325,648
Revolving credit facility (7)
−Removed: 5.39 % 5.47 % September 2023 560,000 486,000 486,000
−Removed: Convertible senior notes — % 0.42 % October 2026 1,200,000 1,200,000
+Added: 7.07 % April 2028
+Added: Convertible senior notes (8)
+Added: 0.43 % October 2026
Other financing (9)
−Removed: 22,899 22,157 — —
Securitizations
Personal loan securitizations
−Removed: 5.80 % September 2030 – April 2031
1.30 % – 6.21 %
+Added: 5.94 % September 2030 – May 2031
Student loan securitizations
−Removed: 7.09 % January 2039 – July 2040
3.09 % – 4.44 %
+Added: 3.83 % May 2040 – August 2048
Total, before unamortized debt issuance costs, premiums and discounts
−Removed: $ 5,520,963 $ 3,993,358
unamortized debt issuance costs, premiums and discounts
−Removed: Total debt $ 5,485,882 $ 3,947,983
_____________________
4 unchanged sentences
The interest on our variable-rate debt is typically designed as a reference rate plus a spread.
−Removed: Reference rates as of December 31, 2022 included one-month LIBOR, three-month LIBOR, overnight SOFR, one-month SOFR, three-month SOFR, prime rate and commercial paper rates determined by the facility lenders.
+Added: Reference rates as of December 31, 2023 included overnight SOFR, one-month SOFR, three-month SOFR, prime rate and commercial paper rates determined by the facility lenders.
As debt arrangements are renewed, the reference rate and/or spread are subject to change.
−Removed: Unused commitment fees ranging from 0 to 65 basis points (“bps”) on our various warehouse facilities are recognized within noninterest expense—general and administrative in our consolidated statements of operations and comprehensive income (loss).
+Added: Unused commitment fees ranging from 0 to 65 bps on our various warehouse facilities are recognized within noninterest expense—general and administrative in our consolidated statements of operations and comprehensive loss.
(3) Weighted average effective interest rates are calculated based on the interest rates in effect as of December 31, 2023 and include the amortization of debt issuance costs.
4 unchanged sentences
(6) For risk retention warehouse facilities, we only state capacity amounts for facilities wherein we can pledge additional asset-backed bonds and residual investments as of the balance sheet date.
−Removed: (7) As of December 31, 2022, $ 6.0 million of the revolving credit facility total capacity was not available for general borrowing purposes because it was utilized to secure a letter of credit.
−Removed: Refer to our letter of credit disclosures in Note 18 for more details.
−Removed: Additionally, the interest rate presented is the interest rate on standard withdrawals on our revolving credit facility, while same-day withdrawals incur interest based on prime rate.
−Removed: (8) Includes $ 22.9 million of loans pledged as collateral to secure $ 14.6 million of available borrowing capacity with the FHLB, of which $ 11.7 million was not available as it was utilized to secure letters of credit.
−Removed: Refer to our letter of credit disclosures in Note 18 for more details.
−Removed: Also includes unsecured available borrowing capacity of $ 7.6 million with correspondent banks.
+Added: (7) As of December 31, 2023, $ 13.1 million of the revolving credit facility total capacity was not available for general borrowing purposes because it was utilized to secure letters of credit.
+Added: Refer to our letter of credit disclosures in Note 18.
+Added: Commitments, Guarantees, Concentrations and Contingencies for more details.
+Added: Additionally, the interest rate presented is the interest rate on standard withdrawals on our revolving credit facility, while same-day withdrawals incur interest based on the prime rate.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: (8) The original issue discount and debt issuance costs related to the convertible senior notes are amortized into interest expense—corporate borrowings in the consolidated statements of operations and comprehensive loss using the effective interest method over the contractual term of the notes.
+Added: For the years ended December 31, 2023, 2022 and 2021, total interest expense on the convertible notes was $ 5.1 million, $ 5.1 million and $ 1.2 million, respectively, and the effective interest rate was 0.43 %, 0.42 % and 0.43 %, respectively, related to amortization of debt discount and issuance costs.
+Added: As of December 31, 2023 and December 31, 2022, unamortized debt discount and issuance costs were $ 13.3 million and $ 19.4 million, respectively, and the net carrying amount was $ 1.10 billion and $ 1.18 billion, respectively.
+Added: (9) Includes $ 54.8 million of loans and $ 131.7 million of investment securities pledged as collateral to secure $ 166.5 million of available borrowing capacity with the FHLB, of which $ 27.2 million was not available as it was utilized to secure letters of credit.
+Added: Refer to our letter of credit disclosures in Note 18.
+Added: Commitments, Guarantees, Concentrations and Contingencies for more details.
+Added: Also includes unsecured available borrowing capacity of $ 50.0 million with correspondent banks.
The total accrued interest payable on borrowings of $ 11,189 and $ 13,538 as of December 31, 2023 and 2022, respectively, was presented within accounts payable, accruals and other liabilities in the consolidated balance sheets.
7 unchanged sentences
The debt issuance costs of $ 1.7 million included third-party legal and accounting fees.
−Removed: The original issue discount and debt issuance costs are amortized into interest expense—corporate borrowings in the consolidated statements of operations and comprehensive income (loss) using the effective interest method over the contractual term of the Convertible Notes.
−Removed: For the years ended December 31, 2022 and 2021, total interest expense on the Convertible Notes was $ 5.1 million and $ 1.2 million, respectively, related to amortization of debt discount and issuance costs.
−Removed: As of December 31, 2022 and 2021, unamortized debt discount and issuance costs were $ 19.4 million and $ 24.5 million, respectively.
−Removed: We used a portion of the net proceeds to fund the cost of entering into the Capped Call Transactions, as described in Note 13.
+Added: The original issue discount and debt issuance costs are amortized into interest expense—corporate borrowings in the consolidated statements of operations and comprehensive loss using the effective interest method over the contractual term of the convertible notes.
+Added: In December 2023, the Company entered into separate, privately negotiated repurchase agreements with a limited number of holders of the convertible notes to repurchase $ 88.0 million aggregate principal amount of the convertible notes, which were settled through the issuance of 9,490,000 shares of common stock.
+Added: Following these repurchases, $ 1.1 billion aggregate principal amount of the convertible notes remain outstanding.
+Added: These transactions were determined to be an extinguishment of debt.
+Added: The difference between the consideration used to repurchase the convertible notes and the carrying value of the convertible notes, less retirement of discount and issuance costs, resulted in a gain on extinguishment of $ 14.6 million recorded within noninterest income—other in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023.
+Added: We used a portion of the net proceeds from the October 2021 offering to fund the cost of entering into the Capped Call Transactions, as described in Note 13.
The remainder of the net proceeds from the offering were used to pay related expenses and were allocated for general corporate purposes.
+Added: All of these transactions are expected to remain in effect notwithstanding the December 2023 repurchases.
The convertible notes are convertible by the noteholders prior to the close of business on the business day immediately preceding April 15, 2026 if certain conditions related to the Company’s share price are met, there are certain corporate events or distributions of the Company’s stock, or the Company calls the notes for redemption, each as set forth in the indenture.
4 unchanged sentences
If we elect to deliver cash or a combination of cash and shares of our common stock, then the consideration due upon conversion will be determined over an observation period consisting of 30 “VWAP Trading Days” (as defined in the indenture).
−Removed: The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.
−Removed: In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
−Removed: The Convertible Notes will also be redeemable, in whole or in part, at our option at any time, and from time to time, on or after October 15, 2024 through on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued interest, if any, thereon to, but excluding, the redemption date, but only if certain liquidity conditions described in the indenture are satisfied and certain conditions are met with respect to the last reported sale price per share of our common stock prior to conversion.
−Removed: In addition, calling any note for redemption will also constitute a Make-Whole Fundamental Change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption.
−Removed: See Note 1 for our accounting policy as it relates to the Convertible Notes.
+Added: The conversion rate and conversion price will be
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: subject to customary adjustments upon the occurrence of certain events.
+Added: In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
+Added: The convertible notes will also be redeemable, in whole or in part, at our option at any time, and from time to time, on or after October 15, 2024 through the 30 th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the convertible notes to be redeemed, plus accrued interest, if any, thereon to, but excluding, the redemption date, but only if certain liquidity conditions described in the indenture are satisfied and certain conditions are met with respect to the last reported sale price per share of our common stock prior to conversion.
+Added: In addition, calling any note for redemption will also constitute a Make-Whole Fundamental Change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption.
+Added: Organization, Summary of Significant Accounting Policies and New Accounting Standards for our accounting policy as it relates to the convertible notes.
Material Changes to Debt Arrangements
−Removed: During the year ended December 31, 2022, we opened four personal loan warehouse facilities with an aggregate maximum available capacity of $ 1.5 billion, closed our only home loan warehouse facility that had a maximum available capacity of $ 1.0 million, and closed one risk retention warehouse facility that had a maximum available capacity of $ 192.1 million.
+Added: On April 28, 2023, we entered into an Amended and Restated Revolving Credit Agreement (“Amended and Restated Credit Agreement”), which amended and restated the Revolving Credit Agreement (“Original Credit Agreement”), dated as of September 27, 2018, among Social Finance, Inc., the lenders party thereto, the issuing banks party thereto and Goldman Sachs Bank USA, as administrative agent.
+Added: The Amended and Restated Credit Agreement amended and restated the Original Credit Agreement to, among other things, (i) increase the initial aggregate commitment to $ 645 million, (ii) extend the maturity date of the revolving credit facility to the date that is five years after the closing date, (iii) change the borrower entity under the revolving credit facility to SoFi Technologies, Inc., (iv) replace LIBOR as the term benchmark rate applicable to revolving loans denominated in U.S.
+Added: dollars with a benchmark rate equal to Term SOFR plus a credit spread adjustment of 0.10 %, and (v) effect certain other changes.
+Added: The Amended and Restated Credit Agreement also contains financial covenants that require the Company to maintain a certain amount of unrestricted cash and cash equivalents and to meet certain risk-based capital ratios and a leverage ratio.
+Added: During the year ended December 31, 2023, we opened two personal loan warehouse facilities with an aggregate maximum available capacity of $ 1.0 billion, two student loan warehouse facilities with an aggregate maximum available capacity of $ 550.0 million and closed one risk retention warehouse facility.
Our warehouse and securitization debt is secured by a continuing lien and security interest in the loans financed by the proceeds.
1 unchanged sentence
These financial covenants include, but are not limited to, maintaining:
−Removed: (i) a certain minimum tangible net worth, (ii) minimum cash and cash equivalents, and (iii) a maximum leverage ratio of total debt to tangible net worth.
+Added: (i) a certain minimum tangible net worth, (ii) minimum unrestricted cash and cash equivalents, (iii) a maximum leverage ratio of total debt to tangible net worth, and (iv) minimum risk-based capital and leverage ratios.
Our debt covenants can lead to restricted cash classifications in our consolidated balance sheets.
3 unchanged sentences
As of December 31, 2023, we have not identified any risks of nonpayment by our wholly-owned subsidiaries.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Maturities of Borrowings
2 unchanged sentences
2026 1,111,972
−Removed: 2026 1,200,000
Total $ 1,597,972
7 unchanged sentences
As of December 31, 2023, there were 3,234,000 shares of SoFi Technologies Series 1 Redeemable Preferred Stock issued and outstanding, which had an original issuance price of $ 100.00 .
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Recent Issuances and Redemptions
1 unchanged sentence
Series 1 Preference and Rights
−Removed: On January 7, 2021, the Company and (i) entities affiliated with Silver Lake, which is affiliated with Michael Bingle, one of the directors of SoFi, (ii) entities affiliated with the Qatar Investment Authority (“QIA”), which is affiliated with Ahmed Al-Hammadi, one of the directors of SoFi, and (iii) Mr.
+Added: On January 7, 2021, the Company and (i) entities affiliated with Silver Lake, which is affiliated with Michael Bingle, one of the directors of SoFi, (ii) entities affiliated with the QIA, which is affiliated with Ahmed Al-Hammadi, one of the directors of SoFi, and (iii) Mr.
Noto, the Chief Executive Officer and one of the directors of SoFi, entered into the Amended and Restated Series 1 Preferred Stock Investors’ Agreement (the “Amended Series 1 Agreement”), which amended the Series 1 Preferred Stock Investors’ Agreement dated May 29, 2019 (the “Original Series 1 Agreement”).
In conjunction with the Business Combination, the Amended Series 1 Agreement amended the special payment provision under the original agreement to provide for a one-time special payment of $ 21.2 million to the holders of Series 1 Redeemable Preferred Stock, which was paid from the proceeds of the Business Combination and settled contemporaneously with the Business Combination.
−Removed: The special payment was recognized within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive income (loss), as this feature was accounted for as an embedded derivative that was not clearly and closely related to the host contract, and did not have a subsequent impact on our consolidated financial results.
+Added: The special payment was recognized within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive loss, as this feature was accounted for as an embedded derivative that was not clearly and closely
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: related to the host contract, and did not have a subsequent impact on our consolidated financial results.
The Series 1 Redeemable Preferred Stock has no stated maturity.
3 unchanged sentences
Pursuant to the SoFi Technologies Certificate of Incorporation, the SoFi Technologies Series 1 preferred stock are entitled to receive cumulative cash dividends from and including the date of issuance of such shares at a fixed rate equal to $ 12.50 per annum per share, or 12.5 % per annum, of the SoFi Technologies Series 1 Redeemable Preferred Stock share price of $ 100.00 (“Series 1 Dividend Rate”).
−Removed: The Series 1 Dividend Rate resets to a new fixed rate on the fifth anniversary of May 29, 2019, the original Series 1 preferred stock issue date (“Series 1 Original Issue Date”) and on every subsequent one-year anniversary of the Series 1 Original Issue Date (“Dividend Reset Date”), equal to six-month LIBOR as in effect on the second London banking day prior to such Dividend Reset Date plus a spread of 9.94 % per annum.
+Added: The Series 1 Dividend Rate resets to a new fixed rate on the fifth anniversary of May 29, 2019, the original Series 1 preferred stock issue date (“Series 1 Original Issue Date”) and on every subsequent one-year anniversary of the Series 1 Original Issue Date (“Dividend Reset Date”), equal to the term benchmark rate applicable to revolving loans denominated in U.S.
+Added: dollars in our revolving credit facility, i.e.
+Added: a benchmark rate equal to Term SOFR plus a credit spread adjustment of 0.10 % as in effect on the dividend determination date plus a spread of 9.94 % per annum.
Series 1 preferred stockholders prior to the Business Combination who received shares of SoFi Technologies Series 1 Redeemable Preferred Stock at the effective time of the Merger remained entitled to receive dividends accrued but unpaid as of the date of the Agreement in respect of such shares of Series 1 Redeemable Preferred Stock.
During the years ended December 31, 2023, 2022 and 2021, the Series 1 preferred stockholders were entitled to dividends of $ 40,425 , $ 40,425 and $ 40,426 , respectively.
−Removed: There were no dividends payable as of December 31, 2022 and 2021.
+Added: There were no dividends payable as of December 31, 2023.
Dividends are payable semiannually in arrears on the 30th day of June and 31st day of December of each year, when and as authorized by the Board of Directors .
4 unchanged sentences
Once the Company is current on all such dividends, it may again commence deferral of any pre-scheduled dividend payment for up to three semiannual dividend periods, following the same procedure as outlined in the foregoing.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Subsequent to the Business Combination, the conversion provisions in respect of each series of preferred stock were no longer in effect, other than the Series 1 Redeemable Preferred Stock, which did not have any rights of conversion.
2 unchanged sentences
Pursuant to the SoFi Technologies Certificate of Incorporation, with respect to rights to the distribution of assets upon the Company’s liquidation, dissolution or winding up, the Series 1 Redeemable Preferred Stock is senior to all classes or series of common stock, non-voting common stock, SoFi Technologies Preferred Stock and any other class or series of capital stock of the Company now or hereafter authorized, issued or outstanding that, by its terms, does not expressly provide that it ranks senior to or pari passu with the Series 1 Redeemable Preferred Stock.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Settlement Rights
15 unchanged sentences
Pursuant to the SoFi Technologies Certificate of Incorporation, the Series 1 preferred stockholders do not have explicit board of director rights.
−Removed: In connection with the Series 1 and Series H preferred stock issuances during the year ended December 31, 2019, we also issued 12,170,990 Series H warrants, which were initially accounted for as liabilities, and were included within accounts
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: payable, accruals and other liabilities in the consolidated balance sheets.
+Added: In connection with the Series 1 and Series H preferred stock issuances during the year ended December 31, 2019, we also issued 12,170,990 Series H warrants, which were initially accounted for as liabilities, and were included within accounts payable, accruals and other liabilities in the consolidated balance sheets.
The Series H preferred stock was converted into shares of SoFi Technologies common stock in conjunction with the Business Combination.
−Removed: Prior to the Business Combination, the Series H warrants were measured at fair value on a recurring basis and classified as Level 3 because of our reliance on unobservable assumptions, with fair value changes recognized within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive income (loss).
+Added: Prior to the Business Combination, the Series H warrants were measured at fair value on a recurring basis and classified as Level 3 because of our reliance on unobservable assumptions, with fair value changes recognized within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive loss.
On May 28, 2021, in conjunction with the Closing of the Business Combination, we measured the final fair value of our Series H warrants.
1 unchanged sentence
Therefore, we did not measure the warrants at fair value subsequent to May 28, 2021.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The key inputs into our Black-Scholes Model valuation as of May 28, 2021, the final measurement date, were as follows:
20 unchanged sentences
• Dividend yield — We assumed no dividend yield because we have historically not paid out dividends to our preferred stockholders, other than to the Series 1 preferred stockholders, which is considered a special circumstance.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The following table presents the changes in the fair value of the Series H warrant liabilities during the year ended December 31, 2021, prior to the Closing of the Business Combination.
5 unchanged sentences
_____________________
−Removed: (1) Changes in valuation inputs or other assumptions are recognized within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive income (loss).
+Added: (1) Changes in valuation inputs or other assumptions are recognized within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive loss.
(2) Upon the Closing of the Business Combination, Social Finance Series H warrants were converted into SoFi Technologies common stock warrants and reclassified to permanent equity, as the warrants no longer had features requiring liability based accounting and, therefore, represented a non-cash activity.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Permanent Equity
3 unchanged sentences
The Company reserved the following common stock for future issuance:
−Removed: Outstanding stock options, RSUs and PSUs 107,851,565 92,829,067
+Added: Outstanding stock options, restricted stock units and performance stock units
+Added: 99,016,409 107,851,565
Outstanding common stock warrants 12,170,990 12,170,990
6 unchanged sentences
Common stockholders and non-voting common stockholders are entitled to dividends when and if declared by the Board of Directors and subject to government regulation over banks and bank holding companies, as discussed further in Note 21.
+Added: Regulatory Capital .
There were no dividends declared or paid to common stockholders during the years ended December 31, 2023, 2022 and 2021.
6 unchanged sentences
The Capped Call Transactions are expected generally to reduce the potential dilutive effect on the common stock upon any conversion of convertible notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted convertible notes, as the case may be, with such reduction and/or offset subject to a cap, subject to certain adjustments under the terms of the Capped Call Transactions.
−Removed: The Capped Call Transactions allow the Company to purchase shares of our common stock at a strike price equal to the initial conversion price
+Added: The Capped Call Transactions allow the Company to purchase shares of our common stock at a strike price equal to the initial conversion price of approximately $ 22.41 per share, and are subject to a cap of $ 32.02 per share, subject to certain adjustments under the terms of the Capped Call Transactions.
+Added: Capped Call Transactions are subject to automatic exercise if they are in-the-money as of certain expiration dates during September and October 2026.
+Added: Settlement is subject to acceleration pursuant to the occurrence of certain corporate events, as well as postponement no later than January 12, 2027.
+Added: Organization, Summary of Significant Accounting Policies and New Accounting Standards for our accounting policy as it relates to the Capped Call Transactions.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: of approximately $ 22.41 per share, and are subject to a cap of $ 32.02 per share, subject to certain adjustments under the terms of the Capped Call Transactions.
−Removed: Capped Call Transactions are subject to automatic exercise if they are in-the-money as of certain expiration dates during September and October 2026.
−Removed: Settlement is subject to acceleration pursuant to the occurrence of certain corporate events, as well as postponement no later than January 12, 2027.
−Removed: See Note 1 for our accounting policy as it relates to the Capped Call Transactions.
Accumulated Other Comprehensive Income (Loss)
AOCI primarily consists of accumulated net unrealized gains or losses associated with our investments in AFS debt securities and foreign currency translation adjustments.
−Removed: The following table presents the rollforward of AOCI, inclusive of the changes in the components of other comprehensive loss:
+Added: The following table presents the rollforward of AOCI, inclusive of the changes in the components of other comprehensive income (loss):
AFS Debt Securities Foreign Currency Translation Adjustments Total
Balance at January 1, 2021
−Removed: Other comprehensive loss before reclassifications (1)
$ — $ ( 166 ) $ ( 166 )
−Removed: Net current-period other comprehensive loss (2)
+Added: Other comprehensive income (loss) before reclassifications (1)
( 1,459 ) 46 ( 1,413 )
+Added: Amounts reclassified from AOCI into earnings 108 — 108
+Added: Net current-period other comprehensive income (loss) (2)
+Added: ( 1,351 ) 46 ( 1,305 )
Balance at December 31, 2021
$ ( 1,351 ) $ ( 120 ) $ ( 1,471 )
−Removed: Other comprehensive loss before reclassifications (1)
+Added: Other comprehensive income (loss) before reclassifications (1)
( 7,545 ) 435 ( 7,110 )
Amounts reclassified from AOCI into earnings 285 — 285
−Removed: Net current-period other comprehensive loss (2)
+Added: Net current-period other comprehensive income (loss) (2)
( 7,260 ) 435 ( 6,825 )
1 unchanged sentence
$ ( 8,611 ) $ 315 $ ( 8,296 )
−Removed: Other comprehensive income (loss) before reclassifications (1)
+Added: Other comprehensive income before reclassifications (1)
6,238 677 6,915
Amounts reclassified from AOCI into earnings 172 — 172
−Removed: Net current-period other comprehensive income (loss) (2)
+Added: Net current-period other comprehensive income (2)
6,410 677 7,087
2 unchanged sentences
_____________________
−Removed: (1) Gross realized gains and losses from sales of our investments in AFS debt securities that were reclassified from AOCI to earnings are recorded within noninterest income—other in the consolidated statements of operations and comprehensive income (loss).
+Added: (1) Gross realized gains and losses from sales of our investments in AFS debt securities that were reclassified from AOCI to earnings are recorded within noninterest income—other in the consolidated statements of operations and comprehensive loss.
There were no reclassifications related to foreign currency translation adjustments during the years ended December 31, 2023, 2022 and 2021.
(2) There were no material tax impacts during any of the years presented due to reserves against deferred tax assets in jurisdictions where other comprehensive loss activity was generated.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Derivative Financial Instruments
2 unchanged sentences
2023 2022 2021
−Removed: Derivative contracts to manage future loan sale execution risk (1)(2)
+Added: Interest rate swaps (1)
$ ( 8,782 ) $ 302,002 $ 42,741
−Removed: Derivative contracts to manage securitization investment interest rate risk (3)
−Removed: Purchase price earn-out (1)(4)
+Added: Interest rate caps (1)
( 5,910 ) 8,680 ( 125 )
+Added: Home loan pipeline hedges (1)
2,558 44,152 6,474
+Added: Derivative contracts to manage future loan sale execution risk ( 12,134 ) 354,834 49,090
+Added: Interest rate swaps (2)
+Added: 1,576 ( 3,543 ) ( 11,861 )
Interest rate caps (1)
5,975 ( 8,583 ) ( 193 )
+Added: Purchase price earn-out (1)(3)
+Added: 9 1,094 9,312
Third party warrants (4)
+Added: 78 ( 21 ) 573
Special payment (5)
— — ( 21,181 )
−Removed: Derivative contracts to manage market risk associated with non-securitization investments (7)
$ ( 3,620 ) $ 358,845 $ 25,740
_____________________
−Removed: (1) Recorded within noninterest income—loan origination and sales in the consolidated statements of operations and comprehensive income (loss).
−Removed: (2) The loss recognized during the year ended December 31, 2020 was inclusive of a $ 22,269 gain on credit default swaps that were opened and settled during the year.
−Removed: (3) Recorded within noninterest income—securitizations in the consolidated statements of operations and comprehensive income (loss).
+Added: (1) Recorded within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
+Added: (2) Represents derivative contracts to manage securitization investment interest rate risk, which are recorded within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
(3) In conjunction with a loan sale agreement, we are entitled to receive payments from the buyer of the loans underlying the agreement if the internal rate of return (as defined in the loan sale agreement) on such loans exceeds a specified hurdle, subject to a dollar cap.
−Removed: (5) Includes amounts recorded within noninterest income—other, noninterest expense—cost of operations and noninterest expense—general and administrative in the consolidated statements of operations and comprehensive income (loss), the latter of which represents the amortization of a deferred liability recognized at the initial fair value of the third party warrants acquired, as we are also a customer of the third party.
+Added: (4) Includes amounts recorded within noninterest income—other, noninterest expense—cost of operations and noninterest expense—general and administrative in the consolidated statements of operations and comprehensive loss, the latter of which represents the amortization of a deferred liability recognized at the initial fair value of the third party warrants acquired, as we are also a customer of the third party.
(5) In conjunction with the Business Combination, we made a one-time special payment to the holders of Series 1 Redeemable Preferred Stock, which was paid from the proceeds of the Business Combination and settled contemporaneously with the Business Combination.
−Removed: The special payment was recognized within noninterest expense—general and administrativ e in the consolidated statements of operations and comprehensive income (loss), as this feature was accounted for as an embedded derivative that was not clearly and closely related to the host contract, and will not have a subsequent impact on our consolidated financial results.
+Added: The special payment was recognized within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive loss, as this feature was accounted for as an embedded derivative that was not clearly and closely related to the host contract, and will not have a subsequent impact on our consolidated financial results.
The Series 1 Redeemable Preferred Stock has no stated maturity.
−Removed: (7) Recorded within noninterest income—other in the consolidated statements of operations and comprehensive income (loss).
The following table presents information about derivative instruments subject to enforceable master netting arrangements:
9 unchanged sentences
_____________________
−Removed: (1) We did not have a cash collateral requirement related to these instruments as of December 31, 2022.
−Removed: As of December 31, 2021, we had an immaterial cash collateral requirement.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: (1) We did not have a cash collateral requirement related to these instruments as of December 31, 2023 and December 31, 2022.
The following table presents the notional amount of derivative contracts outstanding:
7 unchanged sentences
84,000 171,823
+Added: 126,388 82,335
Total $ 13,737,388 $ 6,828,335
4 unchanged sentences
While the notional amounts of derivative instruments give an indication of the volume of our derivative activity, they do not necessarily represent amounts exchanged by parties and are not a direct measure of our financial exposure.
−Removed: See Note 1 and 15 for additional information on our derivative assets and liabilities.
+Added: Organization, Summary of Significant Accounting Policies and New Accounting Standards and Note 15.
+Added: Fair Value Measurements for additional information on our derivative assets and liabilities.
SoFi Technologies, Inc.
15 unchanged sentences
Loans at fair value (4)
−Removed: Servicing rights — — 149,854 149,854 — — 168,259 168,259
−Removed: Non-securitization investments – ETFs (4)
— 66,198 22,056,057 22,122,255 — — 13,557,074 13,557,074
+Added: Servicing rights — — 180,469 180,469 — — 149,854 149,854
Third party warrants (5)(6)
4 unchanged sentences
— — — — — — 54 54
+Added: IRLCs (5)(10)
— — 2,155 2,155 — — 216 216
17 unchanged sentences
(1) The investments in AFS debt securities that were classified as Level 2 rely upon observable inputs other than quoted prices, dealer quotes in markets that are not active and implied pricing derived from new issuances of similar securities.
−Removed: See Note 6 for additional information.
+Added: Investment Securities for additional information.
(2) These assets are presented within investment securities in the consolidated balance sheets.
(3) These assets represent the carrying value of our holdings in VIEs wherein we were not deemed the primary beneficiary.
−Removed: See Note 6 for additional information.
+Added: Securitization and Variable Interest Entities for additional information.
We classify asset-backed bonds as Level 2 due to the use of quoted prices for similar assets in markets that are not active, as well as certain factors specific to us.
2 unchanged sentences
We classify the residual investments as Level 3 due to the reliance on significant unobservable valuation inputs.
+Added: (4) During the year ended December 31, 2023, we transferred $ 66,198 out of Level 3 into Level 2 relating to home loans due to an update to pricing sources utilized by third-party valuation specialists, as part of the integration of Wyndham.
+Added: Personal loans and student loans classified as Level 3 do not trade in an active market with readily observable prices.
+Added: Personal loans and home loans are presented within loans held for sale, at fair value .
+Added: As of December 31, 2023 and December 31, 2022, student loans are presented within loans held for investment, at fair value and loans held for sale, at fair value , respectively.
(5) These assets and liabilities are presented within other assets and accounts payable, accruals and other liabilities , respectively, in the consolidated balance sheets.
4 unchanged sentences
These instruments are presented on a gross basis herein.
−Removed: See Note 1 and Note 14 for additional information.
+Added: Organization, Summary of Significant Accounting Policies and New Accounting Standards and Note 14.
+Added: Derivative Financial Instruments for additional information.
(8) Home loan pipeline hedges represent TBAs used as economic hedges of loan fair values and are classified as Level 2, as we rely on quoted market prices from similar loan pools that transact in the marketplace.
−Removed: Interest rate swaps and interest rate caps are classified as Level 2, because these financial instruments do not trade in active markets with observable prices, but rely on observable inputs other than quoted prices.
−Removed: As of December 31, 2022, interest rate swaps and interest rate caps were valued using the overnight SOFR curve and the implied volatilities suggested by the SOFR rate curve.
−Removed: As of December 31, 2021, interest rate swaps were valued using the three-month LIBOR swap yield curve.
−Removed: These were determined to be observable inputs from active markets.
+Added: Interest rate swaps and interest rate caps are classified as Level 2, because these financial
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: instruments do not trade in active markets with observable prices, but rely on observable inputs other than quoted prices.
+Added: As of December 31, 2023 and December 31, 2022, interest rate swaps and interest rate caps were valued using the overnight SOFR curve and the implied volatilities suggested by the SOFR rate curve.
+Added: These were determined to be observable inputs from active markets.
(9) The purchase price earn-out provision is classified as Level 3 because of our reliance on unobservable inputs related to the underlying loan portfolio performance, such as conditional prepayment rates, annual default rates and discount rates.
2 unchanged sentences
(11) The digital assets safeguarding liability and corresponding safeguarding asset are classified as Level 2, because they do not trade in active markets, and are valued using quoted prices on an active exchange that has been identified as the principal market for the underlying digital assets that are being held by our third-party custodians for the benefit of our members.
+Added: Refer to Note 1.
+Added: Organization, Summary of Significant Accounting Policies and New Accounting Standards for additional information about our digital assets activities.
(12) The fair value of our securitization debt was classified as Level 2 and valued using a discounted cash flow model, with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults and prepayments.
−Removed: As of December 31, 2022, the unpaid principal related to debt measured at fair value was $ 98,868 .
−Removed: For the year ended December 31, 2022, losses from changes in fair value were $ 586 .
−Removed: The estimated amounts of gains (losses) included in earnings attributable to changes in instrument-specific credit risk, which were derived principally from observable changes in credit spread as observed in the bond market, were immaterial.
+Added: As of December 31, 2023 and December 31, 2022, the unpaid principal related to debt measured at fair value was $ 128,619 and $ 98,868 , respectively.
+Added: For the years ended December 31, 2023 and 2022, losses from changes in fair value were $ 2,969 and $ 586 , respectively.
+Added: The estimated amounts of gains (losses) included in earnings attributable to changes in instrument-specific credit risk, which were derived principally from observable changes in credit spread as observed in the bond market, were immaterial for the years ended December 31, 2023 and 2022.
Level 3 Recurring Fair Value Rollforward
The following tables present the changes in our assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3).
−Removed: We did not have any transfers into or out of Level 3 during the years presented.
+Added: During the year ended December 31, 2023, we had transfers out of Level 3 of $ 66,198 and no transfers into Level 3.
+Added: During the year ended December 31, 2022, we did not have any transfers into or out of Level 3.
Fair Value at Fair Value at
−Removed: January 1, 2022 Impact on Earnings Purchases Sales Issuances Settlements December 31, 2022
+Added: 2023 Impact on Earnings Purchases Sales Issuances Settlements Other Changes Transfers Out of Level 3
Personal loans $ 8,610,434 $ ( 5,045 ) $ 61,951 $ ( 938,403 ) $ 13,801,065 $ ( 6,197,997 ) $ ( 1,432 ) $ — $ 15,330,573
4 unchanged sentences
Servicing rights (2)
+Added: 149,854 34,700 2,464 ( 1,259 ) 59,119 ( 64,409 ) — — 180,469
Residual investments (3)
46,238 1,375 3,235 ( 807 ) — ( 14,121 ) — — 35,920
−Removed: Purchase price earn out 4,272 1,094 — — — ( 5,312 ) 54
216 5,323 363 — — ( 3,747 ) — — 2,155
+Added: Student loan commitments (4)
+Added: ( 236 ) 7,480 — — — ( 1,779 ) — — 5,465
Third party warrants (5)
−Removed: Total assets $ 6,251,650 $ 108,356 $ 2,502,159 $ ( 4,943,144 ) $ 13,030,507 $ ( 3,195,462 ) $ 13,754,066
−Removed: Residual interests classified as debt (2)
630 — — — — — — — 630
−Removed: Student loan commitments (3)
+Added: Purchase price earn out (6)
54 9 — — — ( 63 ) — — —
−Removed: Total liabilities $ ( 91,462 ) $ ( 8,484 ) $ — $ — $ — $ 82,662 $ ( 17,284 )
+Added: Residual interests classified as debt (3)
+Added: ( 17,048 ) ( 425 ) ( 1,203 ) — — 11,280 — — ( 7,396 )
Net impact on earnings $ 224,116
4 unchanged sentences
Fair Value at Fair Value at
−Removed: January 1, 2021 Impact on Earnings Purchases Sales Issuances Settlements December 31, 2021
+Added: January 1, 2022 Impact on Earnings Purchases Sales Issuances Settlements Other Changes December 31, 2022
Personal loans $ 2,289,426 $ 129,132 $ 1,677,682 $ ( 2,911,491 ) $ 9,773,705 $ ( 2,322,634 ) $ ( 25,386 ) $ 8,610,434
4 unchanged sentences
Servicing rights (2)
+Added: 168,259 39,651 3,712 ( 22,020 ) 45,126 ( 84,874 ) — 149,854
Residual investments (3)
1 unchanged sentence
3,759 ( 2,630 ) — — — ( 913 ) — 216
+Added: Third party warrants (5)
+Added: 1,369 ( 739 ) — — — — — 630
Purchase price earn out (6)
−Removed: Student loan commitments (3)
4,272 1,094 — — — ( 5,312 ) — 54
−Removed: Third party warrants — 573 — — 796 — 1,369
−Removed: Total assets $ 5,163,809 $ 57,960 $ 451,415 $ ( 10,085,583 ) $ 12,827,542 $ ( 2,161,273 ) $ 6,253,870
Residual interests classified as debt (3)
( 93,682 ) ( 6,608 ) — — — 83,242 — ( 17,048 )
−Removed: Total liabilities $ ( 118,298 ) $ ( 22,802 ) $ — $ — $ ( 2,170 ) $ 49,588 $ ( 93,682 )
+Added: Student loan commitments (4)
+Added: 2,220 ( 1,876 ) — — — ( 580 ) — ( 236 )
Net impact on earnings $ 165,210
_____________________
−Removed: (1) For loans at fair value, issuances represent the principal balance of loans originated during the year.
−Removed: Purchases reflect unpaid principal balance and relate to previously transferred loans or additions of loans to consolidated securitizations.
−Removed: Purchase activity during the years ended December 31, 2022 and 2021 included securitization clean-up calls of $ 518,659 and $ 425,302 , respectively.
−Removed: Additionally, during the years ended December 31, 2022 and 2021, we elected to purchase $ 1,843,575 and $ 17,596 , respectively, of previously sold loans from certain investors.
−Removed: We were not required to buy back these loans.
−Removed: The remaining purchases during the years presented related to standard representations and warranties pursuant to our various loan sale agreements.
−Removed: Gains and losses recognized in earnings include changes in accumulated interest and fair value adjustments on loans originated during the year and on loans held at the balance sheet date, as well as loan charge-offs.
−Removed: Changes in fair value are impacted by valuation assumption changes, as well as sales price execution and amount of time the loans are held prior to sale.
−Removed: The estimated amount of gains (losses) included in earnings attributable to changes in instrument-specific credit risk were $( 49,453 ), $ 4,143 and $ 13,896 during the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: The gains (losses) attributable to instrument-specific credit risk were estimated by incorporating our current default and loss severity assumptions for the loans.
−Removed: These assumptions are based on historical performance, market trends and performance expectations over the term of the underlying instrument.
+Added: (1) For loans at fair value, purchases reflect unpaid principal balance and relate to previously transferred loans.
+Added: Purchase activity included securitization clean-up calls of $ 39,936 during the year ended December 31, 2023, and $ 518,659 during the year ended December 31, 2022.
+Added: The remaining purchases during the periods presented related to standard representations and warranties pursuant to our various loan sale agreements.
+Added: Issuances represent the principal balance of loans originated during the period.
+Added: Settlements represent principal payments made on loans during the period.
+Added: Other changes represent fair value adjustments that impact the balance sheet primarily associated with whole loan strategic repurchases, clean up calls and consolidated securitizations.
+Added: During the year ended December 31, 2023, we had $ 66,198 of transfers out of Level 3 related to our home loans related to an update to pricing sources utilized by third-party valuation specialists.
+Added: Impacts on earnings for loans at fair value are recorded within interest income—loans and securitizations , within noninterest income—loan origination, sales, and securitizations , and within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive loss .
+Added: (2) For servicing rights, impacts on earnings are recorded within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss .
(3) For residual investments, sales include the derecognition of investments associated with securitization clean up calls.
−Removed: The estimated amounts of gains and losses for residual investments included in earnings attributable to changes in instrument-specific credit risk were immaterial during the years presented.
−Removed: For residual investments and residual interests classified as debt, we record changes in fair value within noninterest income—securitizations in the consolidated statements of operations and comprehensive income (loss), a portion of which is subsequently reclassified to interest expense—securitizations and warehouses for residual interests classified as debt and to interest income—securitizations for residual investments, but does not impact the liability or asset balance, respectively.
+Added: The estimated amounts of gains and losses for residual investments included in earnings attributable to changes in instrument-specific credit risk were immaterial during the periods presented.
+Added: For residual investments and residual interests classified as debt, impacts on earnings are recorded within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss, a portion of which is subsequently reclassified to interest expense—securitizations and warehouses for residual interests classified as debt and to interest income—loans and securitizations for residual investments, but does not impact the liability or asset balance, respectively.
(4) For IRLCs and student loan commitments, settlements reflect funded and unfunded adjustments representing the unpaid principal balance of funded and unfunded loans during the quarter multiplied by the IRLC or student loan commitment price in effect at the beginning of the quarter.
−Removed: For the year-to-date periods, amounts represent the summation of the per-quarter effects.
−Removed: Changes in fair value are recorded within noninterest income—loan origination and sales in the consolidated statements of operations and comprehensive income (loss).
+Added: Purchases of IRLCs during the year ended December 31, 2023 were associated with our acquisition of Wyndham.
+Added: For year-to-date periods, amounts represent the summation of the per-quarter effects.
+Added: For IRLCs and student loan commitments, impacts on earnings are recorded within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
+Added: (5) For purchase price earn out, impacts on earnings are recorded within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
+Added: (6) For third party warrants, impacts on earnings are recorded within noninterest income—other in the consolidated statements of operations and comprehensive loss.
+Added: Loans at Fair Value
+Added: Gains and losses recognized in earnings include changes in accumulated interest and fair value adjustments on loans originated during the period and on loans held at the balance sheet date, as well as loan charge-offs.
+Added: Changes in fair value are primarily impacted by valuation assumption changes as well as sales price execution.
+Added: The estimated amount of gains (losses) included in earnings attributable to changes in instrument-specific credit risk was $( 26,625 ), $( 49,453 ) and $ 4,143 during the years ended December 31, 2023, 2022 and 2021, respectively.
+Added: The gains (losses) attributable to instrument-specific credit risk were estimated by incorporating our current default and loss severity assumptions for the loans.
+Added: These assumptions are based on historical performance, market trends and performance expectations over the term of the underlying instrument.
SoFi Technologies, Inc.
3 unchanged sentences
Level 3 Significant Inputs
+Added: Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
+Added: Level 3 fair value measurements include unobservable inputs for assets or liabilities for which there is little or no market data, which requires us to develop our own assumptions.
+Added: These unobservable assumptions reflect estimates of inputs that market participants would use in pricing the asset or liability.
+Added: Valuation techniques include the use of option pricing models, discounted cash flow models, or similar techniques, which incorporate management’s own estimates of assumptions that market participants would use in pricing the asset or liability.
The following key unobservable assumptions were used in the fair value measurement of our loans:
15 unchanged sentences
4.3 % 3.6 % – 8.7 %
−Removed: Conditional prepayment rate 2.0 % – 10.2 %
−Removed: 7.0 % 4.8 % – 16.4 %
−Removed: Annual default rate 0.1 % – 1.3 %
−Removed: 0.1 % 0.1 % – 0.2 %
−Removed: Discount rate 5.7 % – 14.1 %
+Added: Home loans (1)
+Added: Conditional prepayment rate n/m n/m 2.0 % – 10.2 %
+Added: Annual default rate n/m n/m 0.1 % – 1.3 %
+Added: Discount rate n/m n/m 5.7 % – 14.1 %
_____________________
+Added: (1) As of December 31, 2023, we had no Level 3 home loans.
The key assumptions are defined as follows:
6 unchanged sentences
• Discount rate — The weighted average rate at which the expected cash flows are discounted to arrive at the net present value of the loans.
−Removed: The discount rate is primarily determined based on the federal funds rate, our weighted average coupon rate and expected duration of the assets, the last of which is also impacted by expected prepayment rates.
+Added: The discount rate is primarily determined based on an underlying benchmark rate, curve and spread(s), the latter of which is determined based on factors including, but not limited to, weighted average coupon rate, prepayment rate, default rate and resulting expected duration of the assets.
An increase in the discount rate, in isolation, would result in a decrease in a fair value measurement.
The weighted average assumption was weighted based on relative fair value.
−Removed: See Note 4 for additional loan fair value disclosures.
+Added: Loans for additional loan fair value disclosures.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Servicing Rights
3 unchanged sentences
Management classifies servicing rights as Level 3 due to the use of significant unobservable inputs in the fair value measurement.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The following key unobservable inputs were used in the fair value measurement of our classes of servicing rights:
111 unchanged sentences
(1) The aggregate amount of student loans we committed to fund was $ 89,369 as of December 31, 2023.
−Removed: See Note 14 for the aggregate notional amount associated with IRLCs.
+Added: The higher assumptions in the 2023 period reflect the home loan funding pipeline associated with our acquisition of Wyndham.
+Added: Derivative Financial Instruments for the aggregate notional amount associated with IRLCs.
The key assumption is defined as follows:
5 unchanged sentences
The following table presents the significant digital assets held by our third-party custodians on behalf of our members:
−Removed: December 31, 2022
+Added: December 31, 2023 December 31, 2022
Bitcoin (BTC) $ 5,425 $ 44,346
Ethereum (ETH) 3,304 37,826
−Removed: Cardano (ADA) 5,217
−Removed: Dogecoin (DOGE) 4,784
−Removed: Litecoin (LTC) 2,492
Ethereum Classic (ETC) 294 2,333
+Added: Litecoin (LTC) 198 2,492
+Added: Dogecoin (DOGE) 8 4,784
+Added: Cardano (ADA) (1)
+Added: Solana (SOL) (1)
All other (1)(2)
1 unchanged sentence
$ 9,292 $ 106,826
−Removed: (1) Includes 24 digital assets, none of which were determined to be individually significant.
+Added: ___________________
+Added: (1) Effective June 9, 2023, we ended support of these digital assets, as well as several others included in the “all other” category.
+Added: (2) Includes 17 and 23 digital assets as of December 31, 2023 and December 31, 2022, respectively, none of which were determined to be individually significant.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: (3) Refer to Note 1.
+Added: Organization, Summary of Significant Accounting Policies and New Accounting Standards for additional information about our digital assets activities.
Financial Instruments Not Measured at Fair Value
14 unchanged sentences
Total liabilities
+Added: $ 23,734,438 $ 955,306 $ 22,637,338 $ — $ 23,592,644
December 31, 2022
5 unchanged sentences
307,957 — — 328,775 328,775
+Added: Other investments (3)
28,651 — 28,651 — 28,651
$ 2,182,910 $ 1,846,302 $ 28,651 $ 328,775 $ 2,203,728
+Added: $ 7,342,296 $ — $ 7,340,160 $ — $ 7,340,160
+Added: 5,396,740 826,242 4,219,574 — 5,045,816
Total liabilities
3 unchanged sentences
(2) The fair value of our credit cards was determined using a discounted cash flow model with key inputs relating to weighted average lives, expected lifetime loss rates and discount rate.
−Removed: The fair value of our commercial and consumer banking loans was determined using a discounted cash flow model with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults.
−Removed: (3) Other investments include FRB and FHLB stock, which are presented within other assets in the consolidated balance sheets.
−Removed: (4) The fair values of our deposits without contractually defined maturities (such as demand and savings deposits) and our noninterest-bearing deposits approximate the carrying values.
+Added: The fair value of our commercial and consumer banking and senior secured loans was determined using a discounted cash flow model with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults.
+Added: (3) Other investments include FRB stock and FHLB stock, which are presented within other assets in the consolidated balance sheets.
+Added: (4) The fair values of our deposits without contractually defined maturities (such as demand and savings deposits) and our noninterest-bearing deposits approximate their carrying values.
The fair value of our time-based deposits was determined using a discounted cash flow model based on rates currently offered for deposits of similar remaining maturities.
1 unchanged sentence
The fair value of our convertible notes was classified as Level 1, as it was based on an observable market quote.
−Removed: The fair values of our warehouse facility debt and revolving credit facility debt were classified as Level 2 and based on market factors and credit factors specific to these financial instruments.
+Added: The fair values of our warehouse facility debt and revolving credit facility debt were classified as Level 2 based on market factors and credit factors specific to these financial instruments.
The fair value of our securitization debt was classified as Level 2 and valued using a discounted cash flow model, with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults and prepayments.
1 unchanged sentence
Investments in equity securities of $ 22,920 and $ 22,825 as of December 31, 2023 and 2022, respectively, which are presented within other assets in the consolidated balance sheets, include investments for which fair values are not readily determinable, which we elect to measure using the measurement alternative method of accounting.
−Removed: The fair value measurements are classified within Level 3 of the fair value hierarchy due to the uses of unobservable inputs in the fair value measurements.
−Removed: As of December 31, 2022, the balance was primarily composed of a $ 19,739 investment valued under the measurement alternative method during 2022 that was a former equity method investment.
+Added: The fair value measurements are classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs in the fair value measurements.
+Added: The balances were primarily composed of a $ 19,739 investment valued under the measurement alternative method during 2022 that was a former equity method investment.
SoFi Technologies, Inc.
15 unchanged sentences
The Amended and Restated 2021 Plan allows for the number of authorized shares to increase on the first day of each fiscal year beginning on January 1, 2023 and ending on and including January 1, 2030 equal to the lesser of (a) five percent of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year, and (b) such smaller number of shares of common stock as determined by the Board of Directors.
−Removed: The Amended and Restated 2021 Plan allows for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units (including performance stock units), dividend equivalents and other stock or cash based awards for issuance to its employees, non-employee directors and non-employee third parties.
+Added: The Amended and Restated 2021 Plan allows for the issuance of stock options, stock appreciation rights, restricted stock, RSUs (including PSUs), dividend equivalents and other stock or cash based awards for issuance to its employees, non-employee directors and non-employee third parties.
Shares associated with option exercises and RSU vesting are issued from the authorized pool.
−Removed: Share-based compensation expense related to stock options, RSUs and PSUs is presented within the following line items in the consolidated statements of operations and comprehensive income (loss):
+Added: Effective January 1, 2023, we approved a plan to allow our non-employee directors to elect, on an annual basis, to defer their cash retainers into equity awards, and/or to defer their RSU grants, which vest in accordance with the grant terms (collectively referred to as DSUs).
+Added: DSUs are equity awards that entitle the holder to shares of our common stock when the awards vest.
+Added: Directors may choose to receive their deferred stock distributions in a lump sum or in installments over different time periods.
+Added: DSUs are measured based on the fair value of our common stock on the date of grant.
+Added: DSU activity is presented with RSUs in the disclosures below.
+Added: Share-based compensation expense related to stock options, RSUs and PSUs is presented within the following line items in the consolidated statements of operations and comprehensive loss:
Year Ended December 31,
7 unchanged sentences
Subsequent to the Business Combination, we determine the value of our common stock based on the observable daily closing price of SoFi’s stock (ticker symbol “SOFI”).
−Removed: Stock Options
−Removed: The terms of the stock option grants, including the exercise price per share and vesting periods, are determined by our Board of Directors .
−Removed: At the discretion and determination of our Board of Directors , the 2021 Amended and Restated Plan allows for stock options to be granted that may be exercised before the stock options have vested.
−Removed: The 2011 Plan, which continues to govern awards outstanding under that plan that were assumed by SoFi Technologies upon the Closing, had a similar provision.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: Stock Options
+Added: The terms of the stock option grants, including the exercise price per share and vesting periods, are determined by our Board of Directors .
+Added: At the discretion and determination of our Board of Directors , the 2021 Amended and Restated Plan allows for stock options to be granted that may be exercised before the stock options have vested.
+Added: The 2011 Plan, which continues to govern awards outstanding under that plan that were assumed by SoFi Technologies upon the Closing, had a similar provision.
Stock options were typically granted at exercise prices equal to the fair value of our common stock at the date of grant.
7 unchanged sentences
Outstanding as of January 1, 2023 18,749,679 $ 7.43 4.7
−Removed: Granted — n/a n/a
−Removed: Exercised ( 1,955,031 ) 1.34 n/a
−Removed: Forfeited ( 1,126 ) 6.84 n/a
−Removed: Expired ( 465,311 ) 4.93 n/a
+Added: Exercised ( 796,883 ) 1.44
+Added: ( 56,064 ) 6.67
Outstanding as of December 31, 2023 17,896,732 $ 7.70 3.8
2 unchanged sentences
As of December 31, 2023, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $ 40.3 million and $ 40.3 million, respectively.
−Removed: Total compensation cost related to unvested stock options not yet recognized as of December 31, 2022 was $ 0.9 million, and will be recognized over a weighted average period of approximately 0.3 years.
−Removed: The Black-Scholes Model, which was used to value the stock options granted during the year ended December 31, 2020, required the use of subjective assumptions, including the risk-free interest rate, expected term, expected stock price volatility and dividend yield.
−Removed: The following table summarizes the inputs used for estimating the fair value of stock options granted during the year ended December 31, 2020.
−Removed: The inputs disclosed below exclude those associated with certain replacement options granted in connection with our acquisition of Galileo in 2020.
−Removed: The weighted average grant date fair value of stock options granted during the year ended December 31, 2020 was $ 2.44 .
−Removed: December 31, 2020
−Removed: Risk-free interest rate 0.3 % – 1.4 %
−Removed: Expected term (years) (1)
−Removed: Expected volatility (2)
−Removed: 36.5 % – 42.5 %
−Removed: Fair value of common stock $ 6.43 – $ 6.95
−Removed: Dividend yield — %
−Removed: _____________________
−Removed: (1) The expected term represented the period of time the stock options were expected to be outstanding and was based on the simplified method.
−Removed: Under the simplified method, the expected term of a stock option was presumed to be the midpoint between the vesting date and the end of the contractual term.
−Removed: Management used the simplified method due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected term of the stock options.
−Removed: (2) Expected volatility was based on historical volatility for publicly-traded stock of comparable companies over the estimated expected life of the stock options.
−Removed: In identifying comparable companies, we considered factors such as industry, stage of life cycle and size.
−Removed: During the year ended December 31, 2020, certain employees were given the option to exchange stock options for RSUs.
−Removed: There were 296 employees who participated in this offer.
−Removed: We concluded that the facts and circumstances aligned with a probable-to-probable modification (Type I) for the modified stock options, and did not recognize any incremental share-based compensation expense because the fair value of the replacement award was less than the fair value of the replaced award at the time of the modification.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: Total compensation cost related to unvested stock options not yet recognized as of December 31, 2023 was immaterial.
Restricted Stock Units
−Removed: RSUs are equity awards granted to employees that entitle the holder to shares of our common stock when the awards vest.
+Added: RSUs, inclusive of DSUs, are equity awards granted to employees that entitle the holder to shares of our common stock when the awards vest.
+Added: For employees hired during 2023, new hire RSU grants typically vest between 12.5 % to 25 % on the first vesting date, which occurs approximately six months after the date of grant, and ratably each quarter of the ensuing 6 - to 14 -quarter period.
For employees hired during 2022, new hire RSU grants typically vest 12.5 % on the first vesting date, which occurs approximately six months after the date of grant, and ratably each quarter of the ensuing 14 -quarter period.
5 unchanged sentences
Outstanding as of January 1, 2023 69,538,139 $ 9.07
−Removed: Granted 54,816,762 7.32
−Removed: Replacement Awards (1)
38,399,214 6.51
( 33,564,543 ) 8.42
−Removed: Forfeited ( 11,413,801 ) 11.23
+Added: ( 9,493,314 ) 8.86
Outstanding as of December 31, 2023
1 unchanged sentence
_____________________
−Removed: (1) In connection with the Technisys Merger, we converted outstanding Technisys performance awards into RSUs to acquire common stock of SoFi, and for which $ 2,855 of the fair value was attributed to pre-combination services.
−Removed: See Note 2 for additional information.
(1) The total fair value, based on grant date fair value, of RSUs that vested during the years ended December 31, 2023, 2022 and 2021 was $ 282.6 million, $ 249.9 million, and $ 139.6 million, respectively.
−Removed: (3) Includes 178,021 RSUs that were granted in 2020 and later modified in an improbable-to-probable modification (Type III), related to which $ 1,695 of share-based compensation expense was recorded during the year ended December 31, 2022.
−Removed: The awards were fully expensed through the second quarter of 2022.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The weighted average grant date fair value of RSUs issued during the years ended December 31, 2022 and 2021was $ 7.32 and $ 16.92 , respectively.
−Removed: As of December 31, 2022, there was $ 580.2 million of unrecognized compensation cost related to unvested RSUs, which will be recognized over a weighted average period of approximately 2.8 years.
+Added: As of December 31, 2023, there was $ 473.4 million of unrecognized compensation cost related to unvested RSUs, inclusive of DSUs, which will be recognized over a weighted average period of approximately 2.0 years.
Performance Stock Units
PSUs are equity awards granted to employees that, upon vesting, entitle the holder to shares of our common stock.
−Removed: During 2021, we granted PSUs that will vest, if at all, on a graded basis during the four-year period commencing on May 28, 2022, subject to the achievement of specified performance goals, such as the volume-weighted average closing price of our stock over a 90 -trading day period (“Target Hurdles”) and, now that we are a bank holding company, maintaining certain minimum standards applicable to bank holding companies.
+Added: During 2021 and 2023, we granted PSUs that will vest, if at all, on a graded basis during the four-year period commencing on May 28, 2022, subject to the achievement of specified performance goals, such as the volume-weighted average closing price of our stock over a 90 -trading day period (“Target Hurdles”) and, now that we are a bank holding company, maintaining certain minimum standards applicable to bank holding companies.
All PSUs are subject to continued employment on the date of vesting.
3 unchanged sentences
Outstanding as of January 1, 2023 19,563,747 $ 9.84
−Removed: ( 3,528,839 ) 7.53
+Added: Granted 97,752 3.36
+Added: Forfeited ( 3,421,318 ) 7.52
Outstanding as of December 31, 2023
16,240,181 $ 10.29
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Compensation cost associated with PSUs is recognized using the accelerated attribution method for each of the three vesting tranches over the respective derived service period.
1 unchanged sentence
The following table summarizes the inputs used for estimating the fair value of PSUs granted:
−Removed: Input Year Ended December 31, 2022 Year Ended December 31, 2021
+Added: Input Year Ended December 31, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021
Risk-free interest rate
11 unchanged sentences
• Dividend yield — We assumed no dividend yield because we have historically not paid out dividends to common stockholders.
−Removed: The weighted average grant date fair value of PSUs issued during the year ended December 31, 2021 was $ 9.50 .
+Added: The weighted average grant date fair value of PSUs issued during the years ended December 31, 2022 and 2021 was $ 3.71 and $ 9.50 , respectively.
As of December 31, 2023, there was $ 6.5 million of unrecognized compensation cost related to unvested PSUs, which will be recognized over a weighted average period of approximately 0.8 years.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Loss before income taxes consisted of the following:
2 unchanged sentences
Domestic $ ( 131,899 ) $ ( 299,751 ) $ ( 461,023 )
−Removed: Foreign ( 18,970 ) ( 20,154 ) ( 12,269 )
+Added: ( 169,259 ) ( 18,970 ) ( 20,154 )
Loss before income taxes $ ( 301,158 ) $ ( 318,721 ) $ ( 481,177 )
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: _________________
+Added: (1) Foreign loss before income taxes for the year ended December 31, 2023 reflects the impact of goodwill impairment losses related to the Technisys reporting unit.
Income tax expense (benefit) consisted of the following:
2 unchanged sentences
Current tax expense:
+Added: $ 5,842 $ — $ —
state and local
3 unchanged sentences
Deferred tax expense (benefit):
−Removed: — — ( 70,692 )
state and local
5 unchanged sentences
$ ( 416 ) $ 1,686 $ 2,760
−Removed: Our income tax expense position in 2022 was primarily attributable to tax expense at SoFi Lending Corp.
−Removed: and SoFi Bank due to profitability in state jurisdictions where separate filings are required and recognition of expense from Technisys in certain Latin American countries where separate returns are filed.
−Removed: The expense was partially offset by deferred tax benefits from the amortization of intangible assets acquired in the Technisys Merger.
−Removed: See Note 2 and Note 8 for additional information.
−Removed: The significant change in our income tax positions for the years ended December 31, 2022 and 2021 relative to 2020 was primarily due to a partial release of our valuation allowance in the second quarter of 2020 in connection with deferred tax liabilities resulting from intangible assets acquired from Galileo in May 2020.
+Added: Our income tax benefit position in 2023 was primarily attributable to income tax benefits from foreign losses in jurisdictions with net deferred tax liabilities related to Technisys.
+Added: These benefits were offset by income tax expense associated with the profitability of SoFi Bank in state jurisdictions where separate filings are required, as well as federal taxes where our tax credits and loss carryforwards may be limited.
+Added: Business Combinations and Note 8.
+Added: Goodwill and Intangible Assets for additional information.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The table below presents a reconciliation of the expected income tax benefit at the statutory federal income tax rate to the income tax expense (benefit) at the effective income tax rate:
2 unchanged sentences
Expected income tax benefit at federal statutory rate $ ( 63,243 ) $ ( 66,944 ) $ ( 101,047 )
+Added: Goodwill impairment
Valuation allowance for deferred tax assets 14,461 27,101 92,197
1 unchanged sentence
15,579 23,100 23,838
+Added: State and local income taxes, net of federal benefit 6,725 4,591 2,096
Share-based compensation
554 19,811 ( 33,950 )
−Removed: State and local income taxes, net of federal benefit 4,591 2,096 ( 26,681 )
Research and development tax credits ( 22,249 ) ( 12,496 ) ( 7,067 )
5 unchanged sentences
(1) Reflects the impact of applying Section 162(m), which prohibits deduction of certain excess employee compensation to certain “covered employees”.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The table below presents a reconciliation of unrecognized tax benefits:
9 unchanged sentences
_________________
−Removed: (1) Increases to our unrecognized tax benefits were primarily related to the recognition of historical tax reserves that existed at the time of the Technisys Merger and were primarily recorded through goodwill.
−Removed: See Note 2 for additional information.
−Removed: As of December 31, 2022, unrecognized tax benefits of $ 6,812 , if recognized, would affect our effective tax rate in a future period.
−Removed: As of December 31, 2021 and 2020, none of the unrecognized tax benefits, if recognized, would affect our effective tax rate in a future period, as the tax benefit would increase a deferred tax asset, which is offset with a full valuation allowance.
+Added: (1) Increases to our unrecognized tax benefits in 2022 were primarily related to the recognition of historical tax reserves that existed at the time of the Technisys Merger and were primarily recorded through goodwill.
+Added: As of December 31, 2023 and 2022 unrecognized tax benefits of $ 7,525 and $ 6,812 , respectively, if recognized, would affect our effective tax rate in a future period.
+Added: As of December 31, 2021, none of the unrecognized tax benefits, if recognized, would affect our effective tax rate in a future period, as the tax benefit would increase a deferred tax asset, which is offset with a valuation allowance.
We expect to continue to accrue unrecognized tax benefits for certain recurring tax positions;
however, we do not expect any other significant increases or decreases to unrecognized tax benefits within the next twelve months.
−Removed: Interest and penalties recorded during the year ended December 31, 2022 were immaterial .
−Removed: No interest and penalties were recorded during the years ended December 31, 2021 and 2020.
+Added: Interest and penalties recorded during the year ended December 31, 2023 and 2022 were immaterial .
+Added: No interest and penalties were recorded during the year ended December 31, 2021.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The table below presents the significant components of the Company’s net deferred tax liabilities:
16 unchanged sentences
$ ( 40,229 ) $ ( 56,482 )
−Removed: _____________________
−Removed: (1) Increases to net deferred tax liabilities as of December 31, 2022 primarily relate to the Technisys Merger.
−Removed: See Note 2 for additional information.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The table below details the activity of the deferred tax asset valuation allowance:
12 unchanged sentences
318,410 27,201 — — 345,611
−Removed: _____________________
−Removed: (1) Deductions for the year ended December 31, 2020 were related to the release of our valuation allowance in connection with deferred tax liabilities resulting from intangible assets acquired from Galileo in May 2020.
−Removed: Galileo deferred tax liabilities provided for additional sources of income to support the realization of pre-combination deferred tax assets.
During the years ended December 31, 2023, 2022, and 2021, we maintained a full valuation allowance against our net deferred tax assets, in applicable jurisdictions, increasing our valuation allowance by $ 27,201 , $ 37,536 and $ 125,347 , respectively.
9 unchanged sentences
80,417 Indefinite
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
_____________________
−Removed: (1) Federal net operating loss carryforwards generated in periods after December 31, 2017 are subject to an 80% limitation when used in future tax periods as a result of the Tax Cuts and Jobs Act (“TCJA”) passed in 2017.
+Added: (1) Federal net operating loss carryforwards generated in periods after December 31, 2017 are subject to an 80% limitation when used in future tax periods as a result of the TCJA passed in 2017.
The CARES Act provided for the temporary elimination of the 80% limitation for any net operating loss utilization prior to January 1, 2021.
10 unchanged sentences
However, due to loss carryforwards, tax holidays do not result in cash tax benefits for any period presented.
−Removed: First, we qualify for a tax holiday in Argentina by
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: fulfilling certain requirements of the “Regime for the Promotion of the Knowledge Economy (Law 27,506)”.
+Added: First, we qualify for a tax holiday in Argentina by fulfilling certain requirements of the “Regime for the Promotion of the Knowledge Economy (Law 27,506)”.
The regime is in effect from January 1, 2020, through December 31, 2029.
4 unchanged sentences
Commitments, Guarantees, Concentrations and Contingencies
−Removed: In September 2019, we entered into a 20 -year partnership with LA Stadium and Entertainment District at Hollywood Park in Inglewood, California that granted us the exclusive naming rights to SoFi Stadium and official partnerships with the Los Angeles Chargers and Los Angeles Rams, as well as rights with the performance venue and surrounding entertainment district (“Naming and Sponsorship Agreement”).
−Removed: During the third quarter of 2022, the parties signed an amended agreement whereby a previous contingency was resolved, and additional contracted payments were added.
−Removed: Contractual payments under the amended Naming and Sponsorship Agreement total $ 616.5 million, which began in 2020 and end in 2040 and include operating lease obligations, finance lease obligations and sponsorship and advertising opportunities at the complex.
−Removed: In addition, we also entered into a three-year marketing arrangement during 2022, with a total commitment of $ 5.0 million expected to be incurred throughout the term.
−Removed: In October 2021, we entered into a four-year arrangement for cloud computing services with a total commitment of $ 80.0 million to be incurred through the term.
−Removed: During the years ended December 31, 2022 and 2021, we incurred costs associated with this arrangement of $ 20.5 million and $ 3.6 million, respectively, which are recorded within noninterest expense—technology and product development in the consolidated statements of operations and comprehensive income (loss).
+Added: As of December 31, 2023, we had $ 670.3 million in financial commitments outstanding related to sponsorship, advertising, and cloud computing agreements under which we are required to make payments over the life of the agreements ranging from one to 17 years.
We made payments related to these commitments totaling $ 67,277 , $ 50,829 and $ 22,017 during the years ended December 31, 2023, 2022 and 2021, respectively.
6 unchanged sentences
The commitments are measured at fair value on a recurring basis.
−Removed: See Note 15 for additional information.
+Added: Fair Value Measurements for additional information.
+Added: As part of our community reinvestment initiatives, we have a commitment to fund a line of credit to be used to finance housing and stimulate economic development in low- to moderate-income communities.
+Added: As of December 31, 2023, we funded
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: $ 1.2 million of loans, which are presented within loans held for investment in the consolidated balance sheets, and had $ 18.8 million of the total $ 20.0 million commitment outstanding.
For information on our leases, see Note 9.
+Added: Property, Equipment, Software and Leases .
Concentrations
2 unchanged sentences
We believe these institutions are of high credit quality.
−Removed: We are dependent on third-party funding sources to originate loans, as well as our deposit balances.
+Added: We are dependent on third-party funding sources and deposit balances to originate loans.
Additionally, we sell loans to various third parties.
We have historically sold loans to a limited pool of third-party buyers.
−Removed: No individual third-party buyer accounted for 10% or more of consolidated total net revenues for any of the years presented.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: Within our Technology Platform segment, we have a relatively smaller number of clients compared to our lending business.
+Added: No individual third-party buyer accounted for 10% or more of consolidated total net revenues for the periods presented.
+Added: Within our Technology Platform segment, we have a relatively smaller number of clients compared to our lending and financial services businesses.
As such, the loss of one or a few of our top clients could be significant to that portion of our business.
−Removed: No individual client accounted for 10% or more of consolidated total net revenues for any of the years presented.
+Added: No individual client accounted for 10% or more of consolidated total net revenues for the periods presented.
The Company is exposed to default risk on borrower loans originated and financed by us.
4 unchanged sentences
Legal Proceedings
−Removed: In limited instances, the Company may be subject to a variety of claims and lawsuits in the ordinary course of business.
−Removed: Regardless of the final outcome, defending lawsuits, claims, government investigations, and proceedings in which we are involved is costly and can impose a significant burden on management and employees, and there can be no assurances that we will receive favorable final outcomes.
−Removed: Juarez et al v.
−Removed: SoFi Lending Corp.
−Removed: SoFi Lending Corp.
−Removed: and SoFi (collectively, the “SoFi Defendants”) are defendants in a putative class action, captioned as Juarez v.
−Removed: Social Finance, Inc.
−Removed: et al., Civil Action No.
−Removed: 4:20-cv-03386-HSG (N.D.
−Removed: Cal.), filed against them in the United States District Court for the Northern District of California in May 2020.
−Removed: Plaintiffs, who are conditional permanent residents or Deferred Access for Childhood Arrival (“DACA”) holders, allege that the SoFi Defendants engaged in unlawful lending discrimination in violation of 42 U.S.C.
−Removed: § 1981 and California Civil Code, § 51, et seq., through policies and practices by making such categories of applicants ineligible for loans or eligible only with a co-signer who is a United States citizen or lawful permanent resident.
−Removed: Plaintiffs further allege that the SoFi Defendants violated the Fair Credit Reporting Act, by accessing the credit reports of non-United States citizen loan applicants who hold green cards with a validity period of less than two years without a permissible purpose.
−Removed: As relief, Plaintiffs seek, on behalf of themselves and a purported class of similarly-situated non-United States citizen loan applicants, a declaratory judgment that the challenged policies and practices violate federal and state law, an injunction against future violations, actual and statutory damages, exemplary and punitive damages, and attorneys’ fees.
−Removed: The parties entered into a settlement agreement that was fully executed in April 2022 and the plaintiffs have now moved for and obtained preliminary approval of the settlement from the court.
−Removed: The class settlement, which contemplates an aggregate payment by SoFi of an immaterial amount, remains subject to final court review and approval, which we expect to occur in 2023.
+Added: In the ordinary course of business, the Company may be subject to a variety of pending legal proceedings.
+Added: While we are unable to predict the ultimate outcome of these actions, we believe that any ultimate liability arising from any of these actions will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
+Added: However, many of these matters are in various stages of proceedings and further developments could cause management to revise its assessment of these matters.
+Added: Our assessments are based on our knowledge and historical experience, as well as the specific facts and circumstances asserted, but the ultimate outcome of any matter could require payment substantially in excess of the amount that we have accrued and/or disclosed.
+Added: Regardless of the final outcome, defending lawsuits, claims, government and self-regulatory organization investigations, and proceedings in which we are involved is costly and can impose a significant burden on management and employees, and there can be no assurances that we will receive favorable final outcomes.
We have three types of repurchase obligations that we account for as financial guarantees.
6 unchanged sentences
In the event of a repurchase, we are typically required to pay the purchase price of the loans transferred.
−Removed: As of December 31, 2022 and 2021, the Company accrued liabilities within accounts payable, accruals and other liabilities in the consolidated balance sheets of $ 1.4 million and $ 7.4 million, respectively, related to our estimated repurchase obligation, with the corresponding charges recorded within noninterest income—loan origination and sales in the consolidated
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: statements of operations and comprehensive income (loss).
+Added: As of December 31, 2023 and 2022, we accrued liabilities within accounts payable, accruals and other liabilities in the consolidated balance sheets of $ 5.9 million and $ 1.4 million, respectively, related to our estimated repurchase obligation, the former of which includes liabilities assumed in our acquisition of Wyndham.
+Added: The corresponding charges for changes in the estimated obligation are recorded within noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive loss.
As of December 31, 2023 and 2022, the amounts associated with loans sold that were subject to the terms and conditions of our repurchase obligations totaled $ 6.7 billion and $ 5.1 billion, respectively.
−Removed: As of December 31, 2022 and 2021, we had a total of $ 9.1 million in letters of credit outstanding with financial institutions, which were issued for the purpose of securing certain of our operating lease obligations.
−Removed: A portion of the letters of credit was collateralized by $ 3.1 million of our cash as of December 31, 2022 and 2021, which is included within restricted cash and restricted cash equivalents in the consolidated balance sheets.
−Removed: As of December 31, 2022, we had a total of $ 11.7 million in letters of credit outstanding with the FHLB, which serve as collateral for public deposits and were collateralized by loans.
+Added: As of December 31, 2023 and 2022, we had a total of $ 6.4 million and $ 9.1 million, respectively, in letters of credit outstanding with financial institutions, which were issued for the purpose of securing certain of our operating lease obligations.
+Added: A portion of the letters of credit was collateralized by $ 1.3 million and $ 3.1 million of our cash as of December 31, 2023 and 2022, respectively, which is included within restricted cash and restricted cash equivalents in the consolidated balance sheets.
+Added: As of December 31, 2023 and 2022, we had a total of $ 27.2 million and $ 11.7 million, respectively, in letters of credit outstanding with the FHLB, which serve as collateral for public deposits and were collateralized by loans.
Mortgage Banking Regulatory Mandates
2 unchanged sentences
Future events or changes in mandates may affect our ability to meet mortgage banking regulatory requirements.
−Removed: As of December 31, 2022 and 2021, we were in compliance with all minimum net worth requirements and, therefore, have no t accrued any liabilities related to fines or penalties.
+Added: As of December 31, 2023 and 2022, we were in compliance with all minimum net worth requirements and, therefore, have not accrued any liabilities related to fines or penalties.
Retirement Plans
1 unchanged sentence
The 401(k) plan is designed to provide tax-deferred retirement benefits in accordance with the provisions of Section 401(k) of the Internal Revenue Code.
−Removed: Eligible employees may defer up to 100 % of eligible compensation up to the annual maximum as determined by the Internal Revenue Service.
+Added: Eligible employees may defer up to 100 % of eligible compensation up to the annual maximum as determined by the IRS.
Our contributions to the plan are discretionary.
1 unchanged sentence
Loss Per Share
−Removed: We compute loss per share attributable to common stock using the two-class method required for participating interests.
−Removed: Prior to the Business Combination, our participating interests included all series of our preferred stock.
−Removed: Series 1 Redeemable Preferred Stock has preferential cumulative dividend rights.
−Removed: For each period presented, we increased net loss by the contractual amount of dividends payable to holders of Series 1 Redeemable Preferred Stock.
−Removed: Subsequent to the Business Combination, we did not have any participating interests.
+Added: Prior to the Business Combination, our participating interests included all series of our preferred stock, and we computed loss per share attributable to common stock using the two-class method required for participating interests.
Prior to the Business Combination, all other classes of preferred stock, except for Series C, had stated dividend rights, which had priority over undistributed earnings.
1 unchanged sentence
While our calculation of loss per share accounted for a loss allocation to all participating shares, we only presented loss per share below for our common stock.
−Removed: Basic loss per share of common stock was computed by dividing net loss, adjusted for the impact of Series 1 Redeemable Preferred Stock dividends, by the weighted average number of shares of common stock outstanding during the period.
−Removed: We excluded the effect of all potentially dilutive common stock elements from the denominator in the computation of diluted loss per share, as their inclusion would have been anti-dilutive.
+Added: Subsequent to the Business Combination, we did not have any participating interests.
+Added: Series 1 Redeemable Preferred Stock has preferential cumulative dividend rights.
+Added: For each period presented, we increased net loss by the contractual amount of dividends payable to holders of Series 1 Redeemable Preferred Stock.
+Added: Basic loss per share of common stock is computed by dividing net loss, adjusted for the impact of Series 1 Redeemable Preferred Stock dividends, by the weighted average number of shares of common stock outstanding during the period.
+Added: Diluted earnings (loss) per share of common stock is computed by dividing net income, adjusted for the impact of Series 1 Redeemable Preferred Stock dividends, by the weighted average number of shares of common stock outstanding during the period plus amounts representing the dilutive effect of contingently issuable shares including PSU awards which require future service as a condition of delivery of the underlying common stock, RSUs, outstanding options, outstanding warrants and dilution resulting from the conversion of convertible notes, if applicable.
+Added: The adjustment for convertible notes reflects the conversion price at the end of the reporting period.
+Added: We excluded the effect of all potentially dilutive common stock elements from the denominator in the computation of diluted earnings (loss) per share in the periods where their inclusion would have been anti-dilutive.
SoFi Technologies, Inc.
8 unchanged sentences
( 40,425 ) ( 40,425 ) ( 40,426 )
−Removed: preferred stock redemptions, net (1)
−Removed: — — ( 52,658 )
Net loss attributable to common stockholders – basic and diluted
3 unchanged sentences
Loss per share – basic
+Added: $ ( 0.36 ) $ ( 0.40 ) $ ( 1.00 )
Loss per share – diluted
$ ( 0.36 ) $ ( 0.40 ) $ ( 1.00 )
−Removed: (1) In December 2020, we exercised a call and redeemed certain redeemable preferred stock.
−Removed: We considered the premium paid on redemption to be akin to a dividend to the redeemable preferred stockholder.
−Removed: As such, the premium, which represented the amount paid upon redemption over the carrying value of the preferred stock (such carrying value being reduced for preferred stock issuance costs), was deducted from net loss to determine the loss available to common stockholders.
We excluded the effect of the below elements from our calculation of diluted loss per share, as their inclusion would have been anti-dilutive, as there were no earnings attributable to common stockholders.
12 unchanged sentences
45,859 6,305,595 —
−Removed: Redeemable preferred stock exchangeable for common stock — — 465,916,522
−Removed: Redeemable preferred stock warrants exchangeable for common stock — — 12,170,990
____________________
+Added: (1) As of December 31, 2023, includes DSUs granted to non-employee directors.
+Added: Share-Based Compensation for additional information.
(2) Represents the shares of common stock issuable upon conversion of all convertible notes at the conversion rate in effect at the date indicated.
−Removed: See Note 1 and Note 12 for additional information.
−Removed: (2) As of December 31, 2022, includes contingently returnable common stock in connection with the Technisys Merger, which consists of shares that may be used to satisfy certain indemnification claims, subject to certain limitations, and to cover any outstanding claims or indemnifications pursuant to the merger agreement.
−Removed: These escrow shares are expected to be released no later than 15 months after the close of the acquisition.
−Removed: See Note 2 for additional information.
−Removed: As of December 31, 2020, included contingently issuable common stock in connection with our acquisition of 8 Limited, which was subsequently issued in 2021.
+Added: Organization, Summary of Significant Accounting Policies and New Accounting Standards and Note 12.
+Added: Debt for additional information.
+Added: (3) As of December 31, 2023 and December 31, 2022, includes contingently returnable common stock in connection with the Technisys Merger during 2022, which consists of shares held in escrow pending resolution of outstanding indemnification claims by SoFi.
+Added: These shares were issued in 2022 and partially released in 2023.
+Added: Business Combinations for additional information.
Business Segment and Geographic Information
5 unchanged sentences
The reportable segments also reflect our organizational structure.
−Removed: Each segment has a segment manager who reports directly to the Chief
+Added: Each segment has a segment manager who reports directly to the CODM.
+Added: The CODM has ultimate authority and responsibility over resource allocation decisions and performance assessment.
+Added: The operations of acquired businesses have been integrated into, or managed as part of, our existing reportable segments.
+Added: Activities that are not part of a reportable segment, such as management of our corporate investment portfolio and asset/liability management by our centralized treasury function (as further discussed below), are included in the Corporate/Other non-reportable segment.
+Added: Contribution profit (loss) is the primary measure of segment profit and loss reviewed by the CODM and is intended to measure the direct profitability of each segment in the manner in which management evaluates performance and makes
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: Operating Decision Maker (“CODM”).
−Removed: The CODM has ultimate authority and responsibility over resource allocation decisions and performance assessment.
−Removed: The operations of acquired businesses have been integrated into, or managed as part of, our existing reportable segments.
−Removed: Activities that are not part of a reportable segment, such as management of our corporate investment portfolio and asset/liability management by our centralized treasury function (as further discussed below), are included in the Corporate/Other non-reportable segment.
−Removed: Contribution profit (loss) is the primary measure of segment profit and loss reviewed by the CODM and is intended to measure the direct profitability of each segment in the manner in which management evaluates performance and makes decisions about funding our operations and allocating resources.
+Added: decisions about funding our operations and allocating resources.
Contribution profit (loss) is defined as total net revenue for each reportable segment less:
6 unchanged sentences
Expenses are attributed to the reportable segments using either direct costs of the segment or labor costs that can be attributed based upon the allocation of employee time for individual products.
−Removed: During the first quarter of 2022, we implemented a funds transfer pricing (“FTP”) framework to attribute net interest income to our business segments based on their usage and/or provision of funding.
+Added: During the first quarter of 2022, we implemented an FTP framework to attribute net interest income to our business segments based on their usage and/or provision of funding.
The primary objective of the FTP framework is to transfer interest rate risk from the business segments by providing matched duration of funding of assets and liabilities to allocate interest income and interest expense to each segment.
4 unchanged sentences
We regularly assess the assumptions, methodologies and reporting classifications used for segment reporting, which may result in further refinements or changes to the framework in future periods.
−Removed: The application of the FTP framework impacts the measure of net interest income and, thereby, total net revenue and contribution profit (loss) for our Lending and Financial Services segments, as well as the total net revenue of Corporate/Other, but has no impact on our consolidated results of operations.
+Added: The application of the FTP framework impacts the measure of net interest income and, thereby, total net revenue and contribution profit (loss) for our reportable segments, as well as the total net revenue of Corporate/Other, but has no impact on our consolidated results of operations.
Prior to implementing the FTP framework, the presentation of our Lending and Financial Services segments’ net interest income reflected the difference between interest income earned on our loans and the actual interest expense incurred on any loans that were financed.
Under the FTP framework, such interest expense is incurred by treasury within Corporate/Other and replaced by an FTP charge.
−Removed: Application of our current FTP framework during the comparative years ended December 31, 2021 and 2020 would not have had a material impact on Lending or Financial Services segment net interest income.
−Removed: The accounting policies of our reportable segments are consistent with those described in Note 1, except for the application of the FTP framework and the allocations of consolidated income and consolidated expenses.
+Added: Application of our current FTP framework during the comparative year ended December 31, 2021 would not have had a material impact on Lending or Financial Services segment net interest income.
+Added: The accounting policies of our reportable segments are consistent with those described in Note 1.
+Added: Organization, Summary of Significant Accounting Policies and New Accounting Standards , except for the application of the FTP framework and the allocations of consolidated income and consolidated expenses.
Assets are not allocated to reportable segments, as our CODM does not evaluate reportable segments using discrete asset information.
1 unchanged sentence
The Lending segment includes our personal loan, student loan and home loan products and the related servicing activities.
−Removed: We originate loans primarily with the objective of either selling whole loans or securitizing a pool of originated loans for transfer to third-party purchasers.
−Removed: Revenues in the Lending segment are driven by changes in the fair value of our whole loans and securitization interests (inclusive of our economic hedging activities), gains or losses recognized on transfers that meet the true sale requirements, and our servicing-related activities, which mainly consist of servicing fees and the
+Added: Revenues in the Lending segment are driven by changes in the fair value of our whole loans and securitization interests (inclusive of our economic hedging activities), gains or losses recognized on transfers that meet the true sale requirements, and our servicing-related activities, which mainly consist of servicing fees and the changes in our servicing assets over time.
+Added: In our Lending segment, we also earn the difference between interest income earned on our loans and interest expense as determined using the FTP framework for the year ended December 31, 2023 and the majority of the year ended December 31, 2022, and from our warehouse financing for the year ended December 31, 2021.
+Added: Our CODM considers net interest income in addition to contribution profit in evaluating the performance of our Lending segment and making resource allocation decisions.
+Added: Therefore, we present interest income net of interest expense.
+Added: Technology Platform .
+Added: The Technology Platform segment includes:
+Added: (i) technology products and solutions revenue, which is primarily related to our platform as a service through Galileo, which provides the infrastructure to facilitate core client-facing and back-end capabilities, such as account setup, account funding, direct deposit, authorizations and processing, payments functionality and check account balance features, (ii) beginning in March 2022, revenue earned by Technisys, which
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: changes in our servicing assets over time.
−Removed: In our Lending segment, we also earn the difference between interest income earned on our loans and interest expense as determined using the FTP framework for the majority of the year ended December 31, 2022, and from our warehouse financing for the years ended December 31, 2021 and 2020.
−Removed: We present interest income net of interest expense, as our CODM considers net interest income in evaluating the performance of our Lending segment.
−Removed: Technology Platform .
−Removed: The Technology Platform segment includes our technology products and solutions revenue, which was primarily related to our platform-as-a-service through Galileo, which provides the infrastructure to facilitate core client-facing and back-end capabilities, such as account setup, account funding, direct deposit, authorizations and processing, payments functionality and check account balance features.
−Removed: Beginning in March 2022, this segment also includes our revenue earned by Technisys, which expanded our segment to include a cloud-native digital and core banking platform offering and which results in the sale of software licenses and the provision of related technology solutions.
−Removed: See Note 2 for additional information on the Technisys Merger.
+Added: expanded our segment to include a cloud-native digital and core banking platform offering and which results in the sale of software licenses and the provision of related technology solutions, and (iii) beginning in the third quarter of 2023, interest income earned on segment cash balances, for which prior period amounts were determined to be immaterial.
+Added: Business Combinations for additional information on the Technisys Merger.
Financial Services.
−Removed: The Financial Services segment primarily includes our SoFi Money product (inclusive of SoFi Checking and Savings, which commenced in the first quarter of 2022, and cash management accounts), SoFi Invest product, SoFi Credit Card product, SoFi Relay personal finance management product and other financial services, such as lead generation and content for other financial services institutions and our members.
−Removed: SoFi Checking and Savings provides members a digital banking experience that offers no account fees, 2-day early paycheck and a competitive annual percentage yield.
+Added: The Financial Services segment primarily includes our SoFi Money product (primarily inclusive of checking and savings accounts, as well as cash management accounts), SoFi Invest product, SoFi Credit Card product, SoFi Relay personal finance management product and other financial services, such as lead generation and content for other financial services institutions and our members.
+Added: Checking and savings provides members a digital banking experience that offers no account fees, 2-day early paycheck and a competitive annual percentage yield.
SoFi Money cash management provides members a digital cash management experience.
−Removed: Effective June 5, 2022, our SoFi Money cash management accounts no longer earn interest, as we implemented our plan to build new features only for SoFi Checking and Savings and reduce support of our SoFi Money cash management accounts.
SoFi Invest provides investment features and financial planning services that we offer to our members.
−Removed: Revenues in the Financial Services segment include interest income earned and interest expense incurred under the FTP framework, interchange fees on our member debit and credit transactions, digital assets transaction fees, and fees related to pay for order flow and share lending arrangements in SoFi Invest.
+Added: Revenues in the Financial Services segment include interest income earned and interest expense incurred under the FTP framework, interchange fees on our member debit and credit transactions, and fees related to pay for order flow and share lending arrangements in SoFi Invest.
We also earn referral fees in connection with referral activity we facilitate through our platform.
4 unchanged sentences
Beginning in the first quarter of 2022, net interest income (expense) within Corporate/Other reflects the residual impact from FTP charges and FTP credits allocated to our reportable segments under our FTP framework.
−Removed: These non-segment net revenue (loss) also include interest income earned on corporate cash balances, nonrecurring income on certain investments from available cash on hand, such as our investments in AFS debt securities (which investments are not interconnected with our core business lines and, thereby, reportable segments), and interest expense on other corporate borrowings, such as our revolving credit facility and the amortization of debt issuance costs and original issue discount on our Convertible Notes.
+Added: These non-segment net revenue (loss) also include interest income earned on corporate cash balances, nonrecurring income on certain investments from available cash on hand, such as our investments in AFS debt securities (which investments are not interconnected with our core business lines and, thereby, reportable segments), noninterest income related to gains and losses on extinguishment of corporate borrowings including our convertible notes, and interest expense on other corporate borrowings, such as our revolving credit facility and the amortization of debt issuance costs and original issue discount on our convertible notes.
SoFi Technologies, Inc.
7 unchanged sentences
Reportable Segments Total Corporate/Other (1)
−Removed: Net interest income (loss) $ 531,480 $ — $ 92,574 $ 624,054 $ ( 39,958 ) $ 584,096
+Added: Net interest income (expense) $ 960,773 $ 1,514 $ 334,847 $ 1,297,134 $ ( 35,394 ) $ 1,261,740
Noninterest income (expense) (2)
1 unchanged sentence
Total net revenue (loss) $ 1,370,621 $ 352,340 $ 436,515 $ 2,159,476 $ ( 36,687 ) $ 2,122,789
−Removed: $ 1,139,991 $ 315,133 $ 167,676 $ 1,622,800 $ ( 49,265 ) $ 1,573,535
Servicing rights – change in valuation inputs or assumptions (3)
1 unchanged sentence
Residual interests classified as debt – change in valuation inputs or assumptions (4)
−Removed: 6,608 — — 6,608
Directly attributable expenses ( 513,073 ) ( 257,554 ) ( 436,777 ) ( 1,207,404 )
Contribution profit (loss) $ 823,273 $ 94,786 $ ( 262 ) $ 917,797
−Removed: $ 664,003 $ 76,513 $ ( 199,426 ) $ 541,090
Year Ended December 31, 2022 Lending Technology
1 unchanged sentence
Reportable Segments Total Corporate/Other (1)
−Removed: Net interest income (loss) $ 258,102 $ ( 29 ) $ 3,765 $ 261,838 $ ( 9,594 ) $ 252,244
−Removed: Noninterest income (2)
+Added: Net interest income (expense) $ 531,480 $ — $ 92,574 $ 624,054 $ ( 39,958 ) $ 584,096
+Added: Noninterest income (expense) (2)
608,511 315,133 75,102 998,746 ( 9,307 ) 989,439
6 unchanged sentences
Contribution profit (loss) $ 664,003 $ 76,513 $ ( 199,426 ) $ 541,090
−Removed: $ 399,607 $ 64,447 $ ( 134,918 ) $ 329,136
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Year Ended December 31, 2021 Lending Technology
1 unchanged sentence
Reportable Segments Total Corporate/Other (1)
−Removed: Net interest income (loss) $ 199,345 $ ( 107 ) $ 484 $ 199,722 $ ( 21,791 ) $ 177,931
−Removed: Noninterest income (expense) (2)
+Added: Net interest income (expense)
$ 258,102 $ ( 29 ) $ 3,765 $ 261,838 $ ( 9,594 ) $ 252,244
+Added: Noninterest income (2)
+Added: 480,221 194,915 54,313 729,449 3,179 732,628
Total net revenue (loss) $ 738,323 $ 194,886 $ 58,078 $ 991,287 $ ( 6,415 ) $ 984,872
5 unchanged sentences
Contribution profit (loss) $ 399,607 $ 64,447 $ ( 134,918 ) $ 329,136
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
_____________________
(1) Within the Technology Platform segment, intercompany fees were $ 22,199 , $ 7,604 and $ 1,863 for the years ended December 31, 2023, 2022 and 2021, respectively.
−Removed: The equal and offsetting intercompany expenses are reflected within the Financial Services and Technology Platform segment directly attributable expenses.
+Added: The equal and offsetting intercompany expenses are reflected within all three segments’ directly attributable expenses, as well as within expenses not allocated to segments.
The intercompany revenues and expenses are eliminated in consolidation.
The revenues are eliminated within Corporate/Other and the expenses are adjusted in our reconciliation of directly attributable expenses below.
−Removed: (2) Refer to Note 3 for a reconciliation of revenue from contracts with customers to total noninterest income (expense).
+Added: (2) Refer to Note 3.
+Added: Revenue for a reconciliation of revenue from contracts with customers to total noninterest income (expense).
(3) Reflects changes in fair value inputs and assumptions, including market servicing costs, conditional prepayment, default rates and discount rates.
−Removed: This non-cash change, which is recorded within noninterest income in the consolidated statements of operations and comprehensive income (loss) is unrealized during the period and, therefore, has no impact on our cash flows from operations.
+Added: This non-cash change, which is recorded within noninterest income in the consolidated statements of operations and comprehensive loss, is unrealized during the period and, therefore, has no impact on our cash flows from operations.
As such, the changes in fair value attributable to assumption changes are adjusted to provide management and financial users with better visibility into the cash flows available to finance our operations.
1 unchanged sentence
When third parties finance our consolidated VIEs through purchasing residual interests, we receive proceeds at the time of the securitization close and, thereafter, pass along contractual cash flows to the residual interest owner.
−Removed: These obligations are measured at fair value on a recurring basis, with fair value changes recorded within noninterest income in the consolidated statements of operations and comprehensive income (loss).
+Added: These obligations are measured at fair value on a recurring basis, with fair value changes recorded within noninterest income in the consolidated statements of operations and comprehensive loss.
The fair value change attributable to assumption changes has no impact on our initial financing proceeds, our future obligations to the residual interest owner (because future residual interest claims are limited to securitization collateral cash flows), or the general operations of our business.
As such, this non-cash change in fair value during the period is adjusted to provide management and financial users with better visibility into the cash flows available to finance our operations.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The following table reconciles reportable segments total contribution profit to loss before income taxes.
12 unchanged sentences
Depreciation and amortization expense ( 201,416 ) ( 151,360 ) ( 101,568 )
+Added: Goodwill impairment expense ( 247,174 ) — —
Fair value change of warrant liabilities — — ( 107,328 )
5 unchanged sentences
_____________________
−Removed: (1) Includes compensation, benefits, recruiting, certain occupancy-related costs and various travel costs of executive management, certain technology groups and general and administrative functions that are not directly attributable to the reportable segments.
+Added: (1) Includes compensation, benefits, restructuring charges, recruiting, certain occupancy-related costs and various travel costs of executive management, certain technology groups and general and administrative functions that are not directly attributable to the reportable segments.
(2) Represents a special payment to the Series 1 preferred stockholders in connection with the Business Combination.
−Removed: (3) Represents corporate overhead costs that are not allocated to reportable segments, which primarily includes corporate marketing and advertising costs, tools and subscription costs, professional services costs, corporate and FDIC insurance costs and transaction-related expenses.
−Removed: No single customer accounted for more than 10% of our consolidated revenues for any of the years presented.
+Added: (3) Represents corporate overhead costs that are not allocated to reportable segments, which primarily includes corporate marketing and advertising costs, tools and subscription costs, professional services costs, corporate and FDIC insurance costs, foreign currency translation adjustments and transaction-related expenses.
Geographic Information
2 unchanged sentences
No individual foreign country had material total net revenue during any of the years presented.
−Removed: Our long-lived assets as of the dates indicated were not considered by management to be significant relative to total assets.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: long-lived assets as of the dates indicated were not considered by management to be significant relative to total assets.
The majority of our long-lived assets were located in the United States as of the dates indicated.
7 unchanged sentences
Total assets $ 30,074,858 $ 19,007,675
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Regulatory Capital
1 unchanged sentence
banking regulators, including the OCC and FDIC.
+Added: From time to time, we may contribute capital to SoFi Bank.
We are required to manage our capital position to maintain sufficient capital to satisfy these regulatory rules and support our business activities, including the requirement to maintain minimum regulatory capital ratios in accordance with the Basel Committee on Banking Supervision standardized approach for U.S.
banking organizations (U.S.
−Removed: If the Federal Reserve finds that we are not “well-capitalized” or “well-managed”, we would be required to take remedial action to comply with all applicable capital and management requirements, which may contain additional limitations or conditions relating to our activities.
+Added: If the Federal Reserve finds that we are not “well-capitalized” or “well-managed”, we would be required to take remedial action, which may contain additional limitations or conditions relating to our activities.
The Federal Reserve and the OCC have authority to prohibit bank holding companies and banks, respectively, from paying dividends if, in their opinion, the payment of dividends would constitute an unsafe or unsound practice.
6 unchanged sentences
Based on this Federal Reserve policy, as of December 31, 2023, the Company generally would not have any funds free of restrictions available for dividend payments on regulatory capital instruments.
−Removed: These requirements establish required minimum ratios for Common Equity Tier 1 (“CET1”) risk-based capital, Tier 1 risk-based capital, total risk-based capital and a Tier 1 leverage ratio;
+Added: These requirements establish required minimum ratios for CET1 risk-based capital, Tier 1 risk-based capital, total risk-based capital and a Tier 1 leverage ratio;
set risk-weighting for assets and certain other items for purposes of the risk-based capital ratios;
1 unchanged sentence
Additionally, regulatory capital rules include a capital conservation buffer of 2.5% that is added on top of each of the minimum risk-based capital ratios in order to avoid restrictions on capital distributions and discretionary bonuses.
+Added: In addition, the Federal Reserve and the OCC have authority to require banking organizations subject to their supervision to hold additional amounts of capital in excess of the minimum risk-based capital ratios.
SoFi Technologies, Inc.
3 unchanged sentences
The risk- and leverage-based capital ratios and amounts are presented below:
−Removed: December 31, 2022 Amount Ratio Required Minimum (1)
+Added: December 31, 2023 December 31, 2022
+Added: ($ in thousands)
+Added: Amount Ratio Amount Ratio Required Minimum (1)
Well-Capitalized Minimum (2)
15 unchanged sentences
(2) The well-capitalized minimum measure is applicable at the bank level only.
−Removed: As of December 31, 2022, our regulatory capital ratios exceeded the thresholds required to be regarded as a well-capitalized institution, and meet all capital adequacy requirements to which we are subject.
+Added: As of December 31, 2023 and December 31, 2022, our regulatory capital ratios exceeded the thresholds required to be regarded as a well-capitalized institution, and meet all capital adequacy requirements to which we are subject.
There have been no events or conditions since December 31, 2023 that management believes would change the categorization.
2 unchanged sentences
The condensed balance sheets as of December 31, 2023 and 2022 reflect balances at SoFi Technologies, Inc.
−Removed: The condensed statement of operations and comprehensive loss and condensed statement of cash flow for the year ended December 31, 2021 reflect the activity of Social Finance, Inc.
−Removed: from January 1, 2021 through the close of the Business Combination and the activity of SoFi Technologies, Inc.
−Removed: from the close of the Business Combination through December 31, 2022.
−Removed: The condensed statement of operations and comprehensive loss and condensed statement of cash flow for the year ended December 31, 2020 reflect the activity of Social Finance, Inc.
−Removed: Refer to Note 2 for additional information on the Business Combination.
+Added: The condensed statement of operations and comprehensive loss and condensed statement of cash flows reflect the activity of Social Finance, Inc.
+Added: from January 1, 2021 through the close of the Business Combination in May 2021, and reflect the activity of SoFi Technologies, Inc.
+Added: subsequent to the close of the Business Combination.
+Added: Refer to Note 2.
+Added: Business Combinations for additional information on the Business Combination.
SoFi Technologies, Inc.
7 unchanged sentences
Cash and cash equivalents $ 201 $ 201
+Added: Intercompany receivables 9,245 —
Investments in subsidiaries 6,407,596 5,802,861
5 unchanged sentences
Accounts payable, accruals and other liabilities $ 50,296 $ 21,019
−Removed: Debt 1,180,583 1,175,508
+Added: 1,582,789 1,180,583
Total liabilities 1,633,085 1,201,602
15 unchanged sentences
(1) Redemption amount is $ 323,400 as of December 31, 2023 and 2022.
−Removed: (2) Includes 100,000,000 non-voting common shares authorized and no non-voting common shares issued and outstanding as of December 31, 2022 and 2021.
+Added: (2) Includes 100,000,000 non-voting common shares authorized and no non-voting common shares issued and outstanding as of December 31, 2023 and December 31, 2022.
SoFi Technologies, Inc.
15 unchanged sentences
14,832 — 2,617
−Removed: Total net revenue
+Added: Total net revenue (loss)
( 13,426 ) ( 5,075 ) ( 6,030 )
10 unchanged sentences
$ ( 300,742 ) $ ( 320,407 ) $ ( 483,937 )
−Removed: Other comprehensive loss
−Removed: Unrealized losses on available-for-sale debt securities, net ( 7,260 ) ( 1,351 ) —
−Removed: Foreign currency translation adjustments, net
+Added: Other comprehensive income (loss)
+Added: Unrealized gains (losses) on available-for-sale debt securities, net
6,410 ( 7,260 ) ( 1,351 )
−Removed: Total other comprehensive loss
+Added: Foreign currency translation adjustments, net
+Added: Total other comprehensive income (loss)
7,087 ( 6,825 ) ( 1,305 )
12 unchanged sentences
Operating activities
−Removed: Net cash provided by (used in) operating activities $ 290,298 $ ( 136,134 ) $ ( 226,217 )
+Added: Net cash (used in) provided by operating activities
+Added: $ ( 42,618 ) $ 290,298 $ ( 136,134 )
Investing activities
1 unchanged sentence
Issuances of notes to subsidiaries
−Removed: — ( 312 ) ( 1,387,801 )
−Removed: Repayments of notes by subsidiaries
−Removed: — — 1,443,765
Proceeds from securitization investments
−Removed: — 106,994 322,704
Proceeds from non-securitization investments — — 107,534
−Removed: Acquisition of business, net of cash acquired
−Removed: — — ( 76,194 )
Other investing activities — — 13,122
−Removed: Net cash (used in) provided by investing activities $ ( 284,295 ) $ ( 3,003,976 ) $ 276,359
+Added: Net cash provided by (used in) investing activities
+Added: $ 79,185 $ ( 284,295 ) $ ( 3,003,976 )
Financing activities
11 unchanged sentences
Purchase of capped calls — — ( 113,760 )
−Removed: Proceeds from common stock issuances — — 369,840
−Removed: Note receivable principal repayments from stockholder — — 43,513
Other financing activities ( 1,054 ) 2,610 ( 4,605 )
4 unchanged sentences
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 201 $ 201 $ —
−Removed: Supplemental non-cash investing and financing activities
−Removed: Non-cash settlement of notes receivable via beneficial loan interest transfers $ — $ — $ 176,449
−Removed: Seller note issued in acquisition — — 243,998
Notes to Parent Company Condensed Financial Information
1 unchanged sentence
issued $ 1.2 billion aggregate principal amount of convertible notes due 2026.
−Removed: See Note 12 for additional information on the Convertible Notes.
+Added: In December 2023, SoFi Technologies, Inc.
+Added: repurchased $ 88.0 million aggregate principal amount of the convertible notes, which were settled through the issuance of 9,490,000 shares of common stock.
+Added: In April 2023, SoFi Technologies, Inc.
+Added: entered into the Amended and Restated Credit Agreement, which amended and restated the Original Credit Agreement entered into by Social Finance, Inc.
+Added: in September 2018 to, among other things, change the borrower entity under the revolving credit facility to SoFi Technologies, Inc.
+Added: Debt for additional information on these debt arrangements.
Temporary Equity
−Removed: See Note 13 for information on the redeemable preferred stock held at SoFi Technologies, Inc.
+Added: Equity for information on the redeemable preferred stock held at SoFi Technologies, Inc.
SoFi Technologies, Inc.
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.