Block, Inc. 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA BLOCK, INC. INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Page No Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 78 Consolidated Balance Sheets 82 Consolidated Statements of Operations 83 Consolidated Statements of Comprehensive Income 84 Consolidated Statements of Stockholders' Equity 85 Consolidated Statements of Cash Flows 87 Notes to the Consolidated Financial Statements 89 77 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Block, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Block, Inc. and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 24, 2022 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Accrued transaction losses Description of the Matter As discussed in Notes 1 and 11 to the consolidated financial statements, the Company is exposed to transaction losses from chargebacks, which represent fraudulent transactions, potential losses due to disputes between a seller and its customer or disputes between peer-to-peer users. The Company established a reserve for these estimated potential losses of $55.2 million at December 31, 2021. The Company’s reserve is estimated based on available data as of the reporting date, including expectations of future chargebacks and historical trends related to loss rates. Auditing management’s estimate of the reserve for transaction losses was challenging because management’s estimate required a high degree of judgement in evaluating historical trends related to loss rates and expectations of future chargebacks and the need for a qualitative adjustment. 78 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the process for determining the reserve for transaction losses. For example, we tested controls over management’s review of the methodology to determine estimated losses, the completeness and accuracy of underlying loss rate data used in the estimation of potential losses from chargebacks, and the assumptions made about future chargebacks. To test the Company’s reserve for transaction losses, our audit procedures included, among others, evaluating the Company’s methodology and testing the underlying data and assumptions used by management to estimate potential losses. We compared the Company’s historical estimated potential losses with actual results to assess the Company’s methodology to estimate potential losses. We evaluated the completeness and accuracy of the loss rate data used in the calculation of the Company’s reserve for transaction losses by comparing such data to third-party data. In addition, we evaluated adjustments made by management to the Company’s methodology to estimate potential losses, to reflect expectations of future chargebacks including the basis for concluding whether such adjustments were warranted. We also reviewed subsequent events, which included actual chargebacks, and considered whether they corroborated the Company’s conclusion. Business combinations Description of the Matter As discussed in Note 8 to the consolidated financial statements, the Company completed an acquisition of TIDAL during 2021 for consideration of $233.2 million. The Company accounted for this acquisition as a business combination. Auditing the Company’s accounting for the acquisition was complex due to the estimation uncertainty in determining the fair value of identifiable intangibles assets, which principally consisted of customer and technology assets and trade name, and liabilities assumed of $141.0 million and $120.5 million, respectively. The estimation uncertainty for intangible assets was primarily due to the underlying assumptions about the future performance of the acquired business which were utilized in determining the fair value of the acquired business. The assumptions used by management included forecasted financial results including revenue base, discount rate and growth rates. These assumptions were forward-looking and could be affected by future economic and market conditions. The estimation uncertainty for assumed liabilities was primarily due to pre-acquisition contingencies and the indemnification obligations for certain tax and contingency exposures. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over its accounting for the acquisition. This included testing controls over the estimation process supporting the recognition and measurement of the intangible assets and assumed liabilities, and management’s review and evaluation of underlying assumptions and estimates with regards to the fair value of the intangible assets and pre-acquisition contingencies and indemnification obligations. To test the Company’s estimated fair value of intangible assets, our audit procedures included, among others, reading the underlying agreements, and involving a valuation specialist to assist us in evaluating the Company’s valuation methodology and testing the significant assumptions used in the methodology. We also compared the revenue base assumptions to guideline public companies and growth rates against guideline public companies and other industry participants. We also tested the completeness and accuracy of the underlying data supporting the assumptions and estimates. To test the fair value of pre-acquisition contingencies, our audit procedures included, among others, reading the underlying agreements for indemnifiable obligations and with the support of tax professionals, evaluating the Company’s pre-acquisition contingencies and indemnification obligations for tax exposures and the associated ASC 740 outcomes. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2019. San Francisco, California February 24, 2022 79 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Block, Inc. Opinion on Internal Control Over Financial Reporting We have audited Block, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). In our opinion, Block, Inc. and subsidiaries (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria. As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of TIDAL, which is included in the 2021 consolidated financial statements of the Company and constituted less than 2% of total assets as of December 31, 2021 and 1% of total net revenue and 1% of total gross profit for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of TIDAL. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years ended December 31, 2021, and the related notes and our report dated February 24, 2022 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Form 10-K. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 80 Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP San Francisco, California February 24, 2022 81 BLOCK, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 4,443,669 $ 3,158,058 Investments in short-term debt securities 869,283 695,112 Settlements receivable 1,171,612 1,024,895 Customer funds 2,830,995 2,037,832 Loans held for sale 517,940 462,665 Other current assets 687,429 383,067 Total current assets 10,520,928 7,761,629 Property and equipment, net 282,140 233,520 Goodwill 519,276 316,701 Acquired intangible assets, net 257,049 137,612 Investments in long-term debt securities 1,526,430 463,950 Operating lease right-of-use assets 449,406 456,888 Other non-current assets 370,535 499,250 Total assets $ 13,925,764 $ 9,869,550 Liabilities and Stockholders’ Equity Current liabilities: Customers payable $ 3,979,624 $ 3,009,051 Settlements payable 254,611 239,362 Accrued expenses and other current liabilities 639,309 360,850 Operating lease liabilities, current 64,027 52,747 PPP Liquidity Facility advances 497,533 464,094 Total current liabilities 5,435,104 4,126,104 Long-term debt 4,559,208 2,586,924 Operating lease liabilities, non-current 395,017 389,662 Other non-current liabilities 222,846 85,291 Total liabilities 10,612,175 7,187,981 Commitments and contingencies (Note 18) Stockholders’ equity: Preferred stock, $ 0.0000001 par value: 100,000,000 shares authorized at December 31, 2021 and December 31, 2020. None issued and outstanding at December 31, 2021 and December 31, 2020. — — Class A common stock, $ 0.0000001 par value: 1,000,000,000 shares authorized at December 31, 2021 and December 31, 2020; 403,237,209 and 390,187,079 issued and outstanding at December 31, 2021 and December 31, 2020, respectively. — — Class B common stock, $ 0.0000001 par value: 500,000,000 shares authorized at December 31, 2021 and December 31, 2020; 61,706,578 and 65,997,697 issued and outstanding at December 31, 2021 and December 31, 2020, respectively. — — Additional paid-in capital 3,317,255 2,955,464 Accumulated other comprehensive income ( 16,435 ) 23,328 Accumulated deficit ( 27,965 ) ( 297,223 ) Total stockholders’ equity attributable to common stockholders 3,272,855 2,681,569 Noncontrolling interests 40,734 — Total stockholders’ equity 3,313,589 2,681,569 Total liabilities and stockholders’ equity $ 13,925,764 $ 9,869,550 See accompanying notes to consolidated financial statements. 82 BLOCK, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Year Ended December 31, 2021 2020 2019 Revenue: Transaction-based revenue $ 4,793,146 $ 3,294,978 $ 3,081,074 Subscription and services-based revenue 2,709,731 1,539,403 1,031,456 Hardware revenue 145,679 91,654 84,505 Bitcoin revenue 10,012,647 4,571,543 516,465 Total net revenue 17,661,203 9,497,578 4,713,500 Cost of revenue: Transaction-based costs 2,729,442 1,916,644 1,938,534 Subscription and services-based costs 495,761 228,649 238,320 Hardware costs 221,185 144,342 138,722 Bitcoin costs 9,794,992 4,474,534 508,239 Total cost of revenue 13,241,380 6,764,169 2,823,815 Gross profit 4,419,823 2,733,409 1,889,685 Operating expenses: Product development 1,399,079 885,681 674,165 Sales and marketing 1,617,189 1,109,670 625,126 General and administrative 983,326 579,203 436,878 Transaction and loan losses 187,991 177,670 126,959 Bitcoin impairment losses 71,126 — — Total operating expenses 4,258,711 2,752,224 1,863,128 Operating income (loss) 161,112 ( 18,815 ) 26,557 Gain on sale of asset group — — ( 373,445 ) Interest expense, net 33,124 56,943 21,516 Other expense (income), net ( 29,474 ) ( 291,725 ) 273 Income before income tax 157,462 215,967 378,213 Provision (benefit) for income taxes ( 1,364 ) 2,862 2,767 Net income 158,826 213,105 375,446 Less: Net loss attributable to noncontrolling interests ( 7,458 ) — — Net income attributable to common stockholders $ 166,284 $ 213,105 $ 375,446 Net income per share attributable to common stockholders: Basic $ 0.36 $ 0.48 $ 0.88 Diluted $ 0.33 $ 0.44 $ 0.81 Weighted-average shares used to compute net income per share attributable to common stockholders: Basic 458,432 443,126 424,999 Diluted 501,779 482,167 466,076 See accompanying notes to consolidated financial statements. 83 BLOCK, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Year Ended December 31, 2021 2020 2019 Net income $ 158,826 $ 213,105 $ 375,446 Net foreign currency translation adjustments ( 24,667 ) 20,439 1,879 Net unrealized gain on revaluation of intercompany loans — — 75 Net unrealized gain (loss) on marketable debt securities ( 15,096 ) 1,260 5,728 Total comprehensive income $ 119,063 $ 234,804 $ 383,128 See accompanying notes to consolidated financial statements. 84 BLOCK, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except for number of shares) Class A and B common stock Additional paid-in Accumulated other comprehensive Accumulated Noncontrolling Total stockholders’ Shares Amount capital income (loss) deficit interests equity Balance at December 31, 2018 417,048,006 $ — $ 2,012,328 $ ( 6,053 ) $ ( 885,774 ) $ — $ 1,120,501 Net income — — — — 375,446 — 375,446 Shares issued in connection with employee stock plans 19,097,950 — 118,550 — — — 118,550 Change in other comprehensive loss — — — 7,682 — — 7,682 Share-based compensation — — 306,201 — — — 306,201 Tax withholding related to vesting of restricted stock units ( 3,077,807 ) — ( 212,264 ) — — — ( 212,264 ) Issuance of common stock in conjunction with the conversion of convertible notes 127 — 3 — — — 3 Exercise of bond hedges in conjunction with the conversion of convertible notes ( 250,763 ) — — — — — — Recovery of common stock in connection with indemnification settlement agreement ( 20,793 ) — ( 1,069 ) — — — ( 1,069 ) Balance at December 31, 2019 432,796,720 $ — $ 2,223,749 $ 1,629 $ ( 510,328 ) $ — $ 1,715,050 Net income — — — — 213,105 — 213,105 Shares issued in connection with employee stock plans 19,013,638 — 161,984 — — — 161,984 Issuance of common stock in connection with business combination 607,974 — 35,319 — — — 35,319 Change in other comprehensive loss — — — 21,699 — — 21,699 Share-based compensation — — 411,673 — — — 411,673 Tax withholding related to vesting of restricted stock units ( 2,852,127 ) — ( 314,019 ) — — — ( 314,019 ) Conversion feature of convertible senior notes, due 2027, net of allocated costs — — 109,207 — — — 109,207 Purchase of bond hedges in conjunction with issuance of convertible senior notes, due 2027 — — ( 104,305 ) — — — ( 104,305 ) Sale of warrants in conjunction with issuance of convertible senior notes, due 2027 — — 68,022 — — — 68,022 Conversion feature of convertible senior notes, due 2026, net of allocated costs — — 85,594 — — — 85,594 Purchase of bond hedges in conjunction with issuance of convertible senior notes, due 2026 — — ( 84,640 ) — — — ( 84,640 ) Sale of warrants in conjunction with issuance of convertible senior notes, due 2026 — — 64,573 — — — 64,573 Conversion feature of convertible senior notes, due 2025, net of allocated costs — — 152,258 — — — 152,258 Purchase of bond hedges in conjunction with issuance of convertible senior notes, due 2025 — — ( 149,200 ) — — — ( 149,200 ) Sale of warrants in conjunction with issuance of convertible senior notes, due 2025 — — 99,500 — — — 99,500 85 Class A and B common stock Additional paid-in Accumulated other comprehensive Accumulated Noncontrolling Total stockholders’ Shares Amount capital income (loss) deficit interests equity Issuance of common stock in conjunction with the conversion of convertible notes 8,853,484 — 195,749 — — — 195,749 Exercise of bond hedges in conjunction with the conversion of convertible notes ( 2,234,913 ) — — — — — — Balance at December 31, 2020 456,184,776 $ — $ 2,955,464 $ 23,328 $ ( 297,223 ) $ — $ 2,681,569 Cumulative adjustment due to adoption of ASU No. 2020-06 — — ( 502,707 ) — 102,974 — ( 399,733 ) Net income (loss) — — — — 166,284 ( 7,458 ) 158,826 Shares issued in connection with employee stock plans 11,975,907 — 126,829 — — — 126,829 Issuance of common stock in connection with business combination 118,443 — 28,735 — — — 28,735 Change in other comprehensive loss — — — ( 39,763 ) — — ( 39,763 ) Share-based compensation — — 623,067 — — — 623,067 Tax withholding related to vesting of restricted stock units ( 1,403,146 ) — ( 323,012 ) — — — ( 323,012 ) Issuance of common stock in conjunction with the conversion of convertible notes 5,514,727 — 408,879 — — — 408,879 Exercise of bond hedges in conjunction with the conversion of convertible notes ( 7,446,920 ) — — — — — — Noncontrolling interests in connection with business combination — — — — — 48,192 48,192 Balance at December 31, 2021 464,943,787 $ — $ 3,317,255 $ ( 16,435 ) $ ( 27,965 ) $ 40,734 $ 3,313,589 See accompanying notes to consolidated financial statements. 86 BLOCK, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2021 2020 2019 Cash flows from operating activities: Net income $ 158,826 $ 213,105 $ 375,446 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 134,757 84,212 75,598 Non-cash interest and other 31,104 76,129 33,478 Loss on extinguishment of long-term debt — 6,651 — Non-cash lease expense 83,137 70,253 29,696 Share-based compensation 608,040 397,800 297,863 Gain on sale of asset group — — ( 373,445 ) Loss (gain) on revaluation of equity investments ( 35,492 ) ( 295,297 ) 12,326 Transaction and loan losses 187,991 177,670 126,959 Bitcoin impairment losses 71,126 — — Change in deferred income taxes ( 10,435 ) ( 8,016 ) ( 1,376 ) Changes in operating assets and liabilities: Settlements receivable ( 346,217 ) ( 547,484 ) ( 326,596 ) Purchases and originations of loans ( 3,227,172 ) ( 1,837,137 ) ( 2,266,738 ) Sales, principal payments, and forgiveness of loans 3,067,344 1,505,406 2,168,682 Customers payable 171,555 371,598 181,520 Settlements payable 15,249 143,528 41,697 Other assets and liabilities ( 61,983 ) ( 185,308 ) ( 47,480 ) Net cash provided by operating activities 847,830 173,110 327,630 Cash flows from investing activities: Purchase of marketable debt securities ( 2,714,560 ) ( 1,322,362 ) ( 992,583 ) Proceeds from maturities of marketable debt securities 831,019 607,134 430,888 Proceeds from sale of marketable debt securities 617,097 585,427 548,619 Purchase of marketable debt securities from customer funds ( 488,851 ) ( 642,252 ) ( 311,499 ) Proceeds from maturities of marketable debt securities from customer funds 505,501 382,887 158,055 Proceeds from sale of marketable debt securities from customer funds 35,071 51,430 17,493 Purchase of property and equipment ( 134,320 ) ( 138,402 ) ( 62,498 ) Purchase of bitcoin investments ( 170,000 ) ( 50,000 ) — Purchase of other investments ( 48,510 ) ( 1,277 ) ( 15,250 ) Proceeds from sale of equity investments 420,644 — 33,016 Proceeds from sale of asset group — — 309,324 Business combinations, net of cash acquired ( 163,970 ) ( 79,221 ) ( 20,372 ) Net cash provided by (used in) investing activities ( 1,310,879 ) ( 606,636 ) 95,193 See accompanying notes to consolidated financial statements. 87 BLOCK, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued (In thousands) Year Ended December 31, 2021 2020 2019 Cash flows from financing activities: Proceeds from issuance of convertible senior notes, net — 2,116,544 — Purchase of convertible senior note hedges — ( 338,145 ) — Proceeds from issuance of warrants — 232,095 — Proceeds from issuance of senior unsecured notes, net 1,971,828 — — Proceeds from PPP Liquidity Facility advances 681,539 464,094 — Repayments of PPP Liquidity Facility advances ( 648,100 ) — — Proceeds from the exercise of stock options and purchases under the employee stock purchase plan 126,719 161,985 118,514 Payments for tax withholding related to vesting of restricted stock units ( 323,011 ) ( 314,019 ) ( 212,264 ) Net increase in interest-bearing deposits 59,844 — — Other financing activities ( 9,948 ) ( 7,359 ) ( 5,124 ) Change in customer funds, restricted from use in the Company's operations 793,163 1,361,540 342,275 Net cash provided by financing activities 2,652,034 3,676,735 243,401 Effect of foreign exchange rate on cash and cash equivalents ( 7,066 ) 12,995 3,841 Net increase in cash, cash equivalents, restricted cash and customer funds 2,181,919 3,256,204 670,065 Cash, cash equivalents, restricted cash and customer funds, beginning of the year 4,793,171 1,536,967 866,902 Cash, cash equivalents, restricted cash and customer funds, end of the year $ 6,975,090 $ 4,793,171 $ 1,536,967 Reconciliation of cash, cash equivalents, restricted cash and customer funds: Cash and cash equivalents $ 4,443,669 $ 3,158,058 $ 1,047,118 Short-term restricted cash 18,778 30,279 38,873 Long-term restricted cash 71,702 13,526 12,715 Customer funds cash and cash equivalents 2,440,941 1,591,308 438,261 Total 6,975,090 4,793,171 1,536,967 See accompanying notes to consolidated financial statements. 88 BLOCK, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business On December 10, 2021, Square, Inc. changed its name to Block, Inc. In conjunction with this name change, the Seller business and reportable segment was renamed “Square”. Block, Inc. (together with its subsidiaries, "Block" or the "Company") creates tools that empower businesses, sellers and individuals to participate in the economy. Square enables sellers to accept card payments and also provides reporting and analytics, and next-day settlement. Square’s point-of-sale software and other business services help sellers manage inventory, locations, and employees; access financing; engage buyers; build a website or online store; and grow sales. Cash App is an easy way for people to store, send, receive, spend, and invest money. On March 1, 2021, Square Financial Services, Inc. ("Square Financial Services"), a wholly-owned subsidiary of the Company, began its banking operations after its industrial loan company charter was approved by the Federal Deposit Insurance Corporation ("FDIC") and the State of Utah. On April 30, 2021, the Company completed the acquisition of a majority ownership interest in TIDAL, a global music and entertainment platform that brings fans and artists together through unique music, content, and experiences. In the third quarter of 2021, the Company launched TBD, a bitcoin-focused business established to build an open developer platform with the goal of making it easy to create non-custodial, permissionless, and decentralized financial services. In 2019, the Company launched Spiral, a team solely focused on contributing to bitcoin open source work. The results of operations of TBD and Spiral are immaterial. On January 31, 2022 (February 1, 2022 Australian Eastern Daylight Time), the Company completed the acquisition of Afterpay LTD (“Afterpay”), to strengthen its position to better deliver compelling financial products and services that expand access to more consumers and drive incremental revenue for merchants of all sizes. See Note 8, Acquisitions for further details. Block was founded in 2009 and has offices in the United States, Canada, Japan, Australia, Ireland, the United Kingdom, Spain, Lithuania, and Norway. As of 2021, we do not designate a headquarters location as we have adopted a distributed work model. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). Our consolidated financial statements include the accounts of Block, Inc. our wholly-owned subsidiaries, and entities for which we control a majority of the entity’s outstanding common stock. We record non-controlling interest in our consolidated financial statements to recognize the minority ownership interest in our consolidated subsidiaries. Non-controlling interest in the earnings and losses of consolidated subsidiaries represent the share of net income or loss allocated to the minority interest holders of our consolidated entities, which includes the non-controlling interest share of net income or loss. We have eliminated significant intercompany transactions and accounts in our consolidated financial statements. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be materially affected. The Company bases its estimates on current and past experience, to the extent that historical experience is predictive of future performance and other assumptions that the Company believes are reasonable under the circumstances. The Company evaluates these estimates on an ongoing basis. Estimates, judgments, and assumptions in these consolidated financial statements include, but are not limited to, those related to accrued transaction losses, contingencies, valuation of loans held for sale, valuation of goodwill and acquired intangible assets, the determination of allowance for loan loss reserves for loans held for investment, pre-acquisition contingencies associated with business combinations, assessing the likelihood of adverse outcomes from claims and disputes, 89 accrued royalties, income and other taxes, operating and financing lease right-of-use assets and related liabilities, and share-based compensation. While the Company's business continues to be impacted by the COVID-19 pandemic, it experienced improvements in 2021 as compared to 2020, as the majority of U.S. markets transitioned to varying states of economic recovery and reopenings. However, the emergence of new and more transmissible variants of COVID-19 such as Delta and Omicron has led to a possible resurgence of the virus, particularly in populations with low vaccination rates, and has resulted in new restrictions in certain geographies and among certain businesses. The Company continues to monitor the carrying values of its assets and liabilities based on estimates, judgments and circumstances it is aware of and consider the effects and trends of COVID-19. The Company's estimates of accrued transaction losses and valuation of loans held for sale are based on historical experience, adjusted for market data relevant to the current economic environment including COVID-19 trends. The Company will continue to update its estimates as developments occur and additional information is obtained. See Note 5, Fair Value of Financial Instruments , for further details on amortized cost over fair value of the loans, and Note 11 Other Consolidated Balance Sheet Components (Current) , for further details on transaction losses. Cash Flow Adjustment Beginning in the fourth quarter of 2021, the Company adjusted its Consolidated Statement of Cash Flows to include changes in customer funds, and cash and cash equivalents associated with Customer payable as a financing activity. Previously, the changes in customer funds and customer payable were presented within operating activities in the Company's Consolidated Statements of Cash Flows. The adjustment results in the portion of customer funds that is held in cash and cash equivalents, restricted cash and customer funds to be included in the beginning and ending period totals of cash, cash equivalents, restricted cash and customer funds. The Company holds customer funds separate from its corporate funds and does not use customer funds for any corporate purposes. Prior period amounts have been adjusted to this presentation. These changes have been concluded to be immaterial to the consolidated financial statements and have no impact on previously reported consolidated statements of operations and balance sheets. The adjusted presentation shows all changes associated with customer funds in the consolidated statements of cash flows instead of in the notes to the consolidated financial statements. The following tables present the effects of the changes on the presentation of these cash flows to the previously reported consolidated statements of cash flows: Year Ended December 31, 2020 Net cash provided by (used in): As Previously Reported (i) Adjustments As Adjusted Operating activities (ii) $ 381,603 $ ( 208,493 ) $ 173,110 Investing activities ( 606,636 ) — ( 606,636 ) Financing activities (iii) 2,315,195 1,361,540 3,676,735 Effect of foreign exchange rate on cash and cash equivalents 12,995 — 12,995 Net increase in cash, cash equivalents, restricted cash and customer funds 2,103,157 1,153,047 3,256,204 Cash, cash equivalents, restricted cash and customer funds, beginning of the year 1,098,706 438,261 1,536,967 Cash, cash equivalents, restricted cash and customer funds, end of the year $ 3,201,863 $ 1,591,308 $ 4,793,171 ___________________ (i) As reported in our 2020 Form 10-K filed with the SEC on February 23, 2021. (ii) Financial statement lines impacted in operating activities were Customer funds and Customers payable. (iii) Financial statement line impacted in financing activities was the addition of a new line called Change in customer funds, restricted from use in the Company's operations. 90 Year Ended December 31, 2019 Net cash provided by (used in): As Previously Reported (i) Adjustments As Adjusted Operating activities (ii) $ 465,699 $ ( 138,069 ) $ 327,630 Investing activities 95,193 — 95,193 Financing activities (iii) ( 98,874 ) 342,275 243,401 Effect of foreign exchange rate on cash and cash equivalents 3,841 — 3,841 Net increase in cash, cash equivalents, restricted cash and customer funds 465,859 204,206 670,065 Cash, cash equivalents, restricted cash and customer funds, beginning of the year 632,847 234,055 866,902 Cash, cash equivalents, restricted cash and customer funds, end of the year $ 1,098,706 $ 438,261 $ 1,536,967 ___________________ (i) As reported in our 2019 Form 10-K filed with the SEC on February 26, 2020. (ii) Financial statement lines impacted in operating activities were Customer funds and Customers payable. (iii) Financial statement line impacted in financing activities was the addition of a new line called Change in customer funds, restricted from use in the Company's operations. Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Transaction-based revenue The Company charges its sellers a transaction fee for managed payments solutions that is generally calculated as a percentage of the total transaction amount processed. The Company selectively offers custom pricing for certain sellers. The Company collects the transaction amount from the seller's customer's bank, net of acquiring interchange and assessment fees, processing fees, and bank settlement fees paid to third-party payment processors and financial institutions. The Company retains its fees and remits the net amount to the sellers. The Company acts as the merchant of record for its sellers and works directly with payment card networks and banks so that its sellers do not need to manage the complex systems, rules, and requirements of the payments industry. The Company satisfies its performance obligations and therefore recognizes the transaction fees as revenue upon authorization of a transaction by the seller's customer's bank. Revenue is recognized net of refunds, which arise from reversals of transactions initiated by sellers. The transaction fees collected from sellers are recognized as revenue on a gross basis as the Company is the principal in the delivery of the managed payments solutions to the sellers. The Company has concluded it is the principal because as the merchant of record, it controls the services before delivery to the seller, it is primarily responsible for the delivery of the services to its sellers, and it has discretion in setting prices charged to sellers. The Company also has the unilateral ability to accept or reject a transaction based on criteria established by the Company. As the merchant of record, Square is liable for the costs of processing the transactions for its sellers, and records such costs within cost of revenue. The Company also charges certain Cash App customers making peer-to-peer transactions using business accounts, or funding transactions with a credit card, a transaction fee that is generally calculated as a percentage of the total transaction amount processed. The Company collects the transaction amount from the customer's Cash App account, net of incurring interchange and assessment fees, processing fees, and bank settlement fees paid to third-party payment processors and financial institutions. The Company retains its fees and remits the net amount to the customers. 91 Subscription and services-based revenue Subscription and services-based revenue is primarily comprised of revenue the Company generates from Instant Deposit and Cash Card, Square Loans (formerly known as Square Capital), website hosting and domain name registration services, TIDAL, and various other software as a service (SaaS) products. Instant Deposit is a functionality within the Cash App and the Company's managed payments solution that enables customers, including individuals and sellers, to instantly deposit funds into their bank accounts. The Company charges a per transaction fee which is recognized as revenue when customers instantly deposit funds to their bank account. The Company also offers Cash App customers the ability to use funds stored in the Cash App via a Visa prepaid card (Cash Card), for which the Company earns a per transaction fee that is recorded as revenue. Beginning in April 2021, the Company started originating loans to customers through Square Financial Services. Prior to April 2021, the Company facilitated loans to customers through a partnership with an industrial bank. The loans are either repaid through withholding a percentage of the collections of the seller's receivables processed by the Company or a specified monthly amount. The Company generally utilizes a pre-qualification process that includes an analysis of the aggregated data of the seller’s business which includes, but is not limited to, the seller’s historical processing volumes, transaction count, chargebacks, growth, and length of time as a Square customer. Generally, the loans have no stated coupon rate but the seller is charged a one-time origination fee based upon their risk rating, which is derived primarily from processing activity. For some of the loans, it is the Company’s intent to sell all of its rights, title, and interest of these loans to third-party investors for an upfront fee when the loans are sold. The Company records as cost of the loans, the amounts advanced to the customers or the net amounts paid to purchase the loans. Subsequently, the Company records a gain on sale of the loans to the third-party investors as revenue upon transfer of title. The Company is retained by the third-party investors to service the loans and earns a servicing fee for facilitating the repayment of these receivables through its managed payments solutions. The Company records servicing revenue as servicing is delivered. For the loans which are not immediately sold to third-party investors or for which the Company has the intent and ability to hold through maturity, interest and fees earned are recognized as revenue using the effective interest method. The Company offers customers website hosting services for a fee that is generally billed at inception. The Company also acts as a reseller of domain names registration services for a registrar for a fee, which is also generally billed at inception. The Company considers that it satisfies its performance obligations over time and as such recognizes revenue ratably over the term of the relevant arrangements, which vary from one month to twenty four months for website hosting, and one year to ten years for domain name registration. TIDAL primarily generates revenue from subscriptions to its customers, and such subscriptions allow access to the song library, video library, and improved sound quality. Customers can subscribe to services directly from the TIDAL website or through the Apple store, for which the Company charges a monthly fee which is recognized ratably as revenue as the service is provided. SaaS represents software products and solutions that provide customers with access to various technologies for a fee which is recognized as revenue ratably as the service is provided. The Company's contracts with customers are generally for a term of one month and renew automatically each month. The Company invoices its customers monthly. The Company considers that it satisfies its performance obligations over time each month as it provides the SaaS services to customers and hence recognizes revenue ratably over the month. Hardware revenue The Company generates revenue through the sale of hardware through e-commerce and through its retail distribution channels. The Company satisfies its performance obligation upon delivery of hardware to its customers which include end user customers, distributors, and retailers. The Company allows for customer returns which are accounted for as variable consideration. The Company estimates these amounts based on historical experience and reduces revenue recognized. The Company invoices end user customers upon delivery of the products to customers, and payments from such customers are due upon invoicing. Distributors and retailers have payment terms that range from 30 to 90 days after delivery. The Company offers hardware installment sales to customers with terms ranging from three to twenty four months. The Company allocates a portion of the consideration received from these arrangements to a financing component when it determines that a significant financing component exists. The financing component is subsequently recognized as financing revenue separate from hardware revenue, within subscription and services-based revenue, over the terms of the arrangement 92 with the customer. Pursuant to practical expedients afforded under ASC 606, the Company does not recognize a financing component for hardware installment sales that have a term of one year or less. Bitcoin revenue The Company offers its Cash App customers the ability to purchase bitcoin, a cryptocurrency denominated asset, from the Company. The Company satisfies its performance obligation and records revenue when bitcoin is transferred to the customer's account. The Company purchases bitcoin from private broker dealers or from Cash App customers and applies a marginal fee before selling it to its customers. The sale amounts received from customers are recorded as revenue on a gross basis and the associated bitcoin cost as cost of revenues, as the Company is the principal in the bitcoin sale transaction. The Company has concluded it is the principal because it controls the bitcoin before delivery to the customers, it is primarily responsible for the delivery of the bitcoin to the customers, it is exposed to risks arising from fluctuations of the market price of bitcoin before delivery to customers, and has discretion in setting prices charged to customers. Cost of Revenue Transaction-based costs Transaction-based costs consist primarily of interchange and assessment fees, processing fees and bank settlement fees paid to third-party payment processors and financial institutions. Subscription and services-based costs Subscriptions and services-based costs consists of costs associated with Cash Card, Instant Deposit, and TIDAL costs. Prior to 2020, subscription and services-based costs consisted primarily of Caviar-related costs. The Caviar business was sold in the fourth quarter of 2019. Hardware costs Hardware costs consist of all product costs associated with contactless and chip readers, chip card readers, Square Terminal, Square Stand, Square Register, and third-party peripherals. Product costs consist of third-party manufacturing-related overhead and personnel costs, certain royalties, packaging, and fulfillment costs. Bitcoin costs Bitcoin cost of revenue comprises of the amounts the Company pays to purchase bitcoin, which will fluctuate in line with the price of bitcoin in the market. Other costs Generally, other costs such as employee costs, rent, and occupancy charges are not allocated to cost of revenues and are reflected in operating expenses and are not material. Sales and Marketing Expenses Advertising costs are expensed as incurred and included in sales and marketing expense in the consolidated statements of operations. Total advertising costs for the y ears ended December 31, 2021, 2020, and 2019 were $ 435.8 million, $ 224.7 million, and $ 142.7 million, respectively. In ad dition, services, incentives, and other costs to customers that are not directly related to a revenue generating transaction are recorded as sales and marketing expenses, as the Company considers these to be marketing costs to encourage the usage of Cash App. These expenses include, but are not limited to, Cash App peer-to-peer processing costs and related transaction losses, card issuance costs, customer referral bonuses, and promotional giveaways , and w ere $ 778.3 million, $ 635.3 million , and $ 279.7 million, for the years ended December 31, 2021, 2020, and 2019, respectively. 93 Share-based Compensation Share-based compensation expense relates to stock options, restricted stock awards (RSAs), restricted stock units (RSUs), and purchases under the Company’s 2015 Employee Stock Purchase Plan (ESPP) which is measured based on the grant-date fair value. The fair value of RSAs and RSUs is determined by the closing price of the Company’s common stock on each grant date. The fair value of stock options and ESPP shares granted to employees is estimated on the date of grant using the Black-Scholes-Merton option valuation model. This share-based compensation expense valuation model requires the Company to make assumptions and judgments regarding the variables used in the calculation. These variables include the expected term (weighted average period of time that the options granted are expected to be outstanding), the expected volatility of the Company’s stock, expected risk-free interest rate and expected dividends. The Company uses the simplified calculation of expected term, defined as an average of the vesting term and the contractual term to maturity. Expected volatility is based on a weighted average of the historical volatilities of the Company's common stock along with several entities with characteristics similar to those of the Company. In May 2020, the Company began using its own volatility, as the Company uses its own historical stock price information, such that a peer group is no longer considered necessary. The expected risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. Generally, share-based compensation expense is recorded on a straight-line basis over the requisite service period. The Company accounts for forfeitures as they occur. Interest Income and Expense, net Interest income consists of interest income from the Company's investment in marketable debt securities and interest expense relating to the Company's long-term debt. Interest income for the years ended December 31, 2021, 2020, and 2019 were $ 25.0 million, $ 18.3 million, and $ 23.4 million, respectively. Interest expense for the years ended December 31, 2021, 2020, and 2019 were $ 58.1 million, $ 75.2 million, and $ 44.9 million, respectively. Income and Other Taxes The Company reports income taxes under the asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the enacted tax rates expected to be in effect when the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized. The Company considers historical information, tax planning strategies, the expected timing of the reversal of existing temporary differences, and may rely on financial projections to support its position on the recoverability of deferred tax assets. The Company’s judgment regarding future profitability contains significant assumptions and estimates of future operations. If such assumptions were to differ significantly from actual future results of operations, it may have a material impact on the Company’s ability to realize its deferred tax assets. At the end of each period, the Company assesses the ability to realize the deferred tax assets. If it is more likely than not that the Company will not realize the deferred tax assets, then the Company establishes a valuation allowance for all or a portion of the deferred tax assets. The Company recognizes the effect of uncertain income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to uncertain tax positions in the provision for income tax expense on the consolidated statements of operations. Cash and Cash Equivalents and Restricted Cash and Customer Funds Cash and Cash Equivalents: The Company considers all highly liquid investments, including money market funds, with an original maturity of three months or less when purchased to be cash equivalents. 94 Restricted Cash: Restricted cash represents pledged cash deposits in savings accounts at the financial institutions that process the Company's sellers' payment transactions and collateral pursuant to various agreements with banks relating to the Company's loan products. The Company uses the restricted cash to secure letters of credit with the financial institution to provide collateral for cash flow timing differences in the processing of payments. The Company records amounts as a current asset on the consolidated balance sheets if the restriction expires in less than 12 months, or as a non-current asset if the restriction is 12 months or longer. If there is no minimum time frame during which the cash must remain restricted, the nature of the transactions related to the restriction determine the classification. Additionally, this balance includes certain amounts held as collateral pursuant to multi-year lease agreements that we expect to become unrestricted within the next year, as discussed in the paragraph below. As of December 31, 2021 and 2020, restricted cash for these purposes was $ 18.8 million and $ 30.3 million, respectively. As of December 31, 2021, the remaining restricted cash of $ 71.7 million is primarily related to collateral as required by the FDIC for Square Financial Services. As of December 31, 2020, the remaining restricted cash of $ 13.5 million is primarily related to cash held as collateral pursuant to multi-year lease agreements (Note 18). The Company has recorded these amounts as non-current assets on the consolidated balance sheets as the terms of the related leases extend beyond one year, and the requirement by the FDIC specifies a time frame of 12 months or longer during which the cash must remain restricted. Customer funds: Customer funds represent customers' stored balances that customers would later use to send money or make payments, or customers cash in transit. Under the terms of service associated with these funds, the Company is restricted from using the funds from use in the Company's operations. The Company invests a portion of these stored balances in short-term marketable debt securities (Note 4). The Company determines the appropriate classification of the investments in marketable debt securities within customer funds at the time of purchase and reevaluates such designation at each balance sheet date. Concentration of Credit Risk For the years ended December 31, 2021, 2020 and 2019, the Company had no customer that accounted for greater than 10% of total net revenue. The Compa ny had two third-party payment processors that represented approximately 52 % and 30 % of settlements receivable as of December 31, 2021. As of December 31, 2020, there were two parties that represented approximately 59 % and 27 % of settlements receivable. All other third-party processors were insignificant. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable debt securities, settlements receivable, customer funds, loans held for sale, and loans held for investment. The associated risk of concentration for cash and cash equivalents and restricted cash is mitigated by banking with creditworthy institutions. At certain times, amounts on deposit exceed federal deposit insurance limits. The associated risk of concentration for marketable debt securities is mitigated by holding a diversified portfolio of highly rated investments. Settlements receivable are amounts due from well-established payment processing companies and normally take one or two business days to settle which mitigates the associated risk of concentration. The associated risk of concentration for loans held for sale is partially mitigated by credit evaluations that are performed prior to facilitating the offering of loans and ongoing performance monitoring of the Company’s loan customers. The risk associated with the PPP loans is considered low due to government guarantees on those loans. 95 Investments in marketable debt securities The Company's short-term and long-term investments include marketable debt securities such as government and agency securities, corporate bonds, commercial paper and municipal securities. The Company determines the appropriate classification of its investments in marketable debt securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its marketable debt securities as available-for-sale and carries these investments at fair value, reporting the unrealized gains and losses, net of taxes, as a component of stockholders’ equity. The U.S. government and U.S. agency securities are either explicitly or implicitly guaranteed by the U.S. government and are highly rated by major rating agencies. The corporate bonds are issued by highly rated entities. The foreign government securities are issued by highly rated international entities. The Company has the ability and intent to hold these investments with unrealized losses for a reasonable period of time sufficient for the recovery of their amortized cost bases, which may be at maturity. The Company determines any realized gains or losses on the sale of marketable debt securities on a specific identification method, and records such gains and losses as a component of other expense (income), net. Investments in equity securities The Company holds marketable and non-marketable equity investments, over which the Company does not have a controlling interest or significant influence. Marketable equity investments are measured using quoted prices in active markets with changes recorded in other expense (income), net on the consolidated statements of operations. Non-marketable equity investments have no readily determinable fair values and are measured using the measurement alternative, which is defined as cost, less impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. Adjustments are recorded in other expense (income), net on the consolidated statements of operations. Non-marketable equity investments are valued using significant unobservable inputs or data in an inactive market and the valuation requires our judgment due to the absence of market prices and inherent lack of liquidity. The carrying value for these investments is not adjusted if there are no observable transactions for identical or similar investments of the same issuer or if there are no identified events or changes in circumstances that may indicate impairment. The Company will adjust for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issue. Valuations of non-marketable equity investments are inherently complex due to the lack of readily available market data. In addition, the determination of whether an orderly transaction is for an identical or similar investment requires significant management judgment, including understanding the differences in the rights and obligations of the investments and the extent to which those differences would affect the fair values of those investments. The Company assesses the impairment of its non-marketable equity investments on a quarterly basis. The impairment analysis encompasses an assessment of the severity and duration of the impairment and a qualitative and quantitative analysis of other key factors including the investee’s financial metrics, market acceptance of the investee’s product or technology, other competitive products or technology in the market, general market conditions, and the rate at which the investee is using its cash. If the investment is considered to be impaired, the Company will record an impairment in other expense (income), net on the consolidated statements of operations and establish a new carrying value for the investment. Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value accounting establishes a three-level hierarchy priority for disclosure of assets and liabilities recorded at fair value. The ordering of priority reflects the degree to which objective prices in external active markets are available to measure fair value. The classification of assets and liabilities within the hierarchy is based on whether the inputs to the valuation methodology used for measurement are observable or unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: 96 • Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 Inputs: Other than quoted prices included in Level 1 Inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. Customer Loans Prior to April 2021, the Company purchased loans from an industrial bank partner. In April 2021, the Company began originating loans through Square Financial Services. The Company classifies customer loans that the Company has the intent to sell all of its rights, title, and interest in these loans to third-party investors as loans held for sale, as there is an available market for such loans. The Company classifies customer loans retained on its balance sheet that the Company has both the intent and ability to hold for the foreseeable future, or until maturity or payoff, as loans held for investment. Loans Held for Sale: Loans held for sale are recorded at the lower of amortized cost or fair value determined on an individual loan basis. To determine the fair value the Company utilizes discounted cash flow valuation modeling, taking into account the probability of default and estimated timing and amounts of periodic repayments. In estimating the expected timing and amounts of the future periodic repayments for the loans outstanding, the Company considered other relevant market data, including the impact of the COVID-19 pandemic. With respect to PPP loans, the Company also considers the impact of government guarantees and loan forgiveness on the timing and amounts of future cash flows. The Company recognizes a charge within transaction and loan losses in the consolidated statement of operations whenever the amortized cost of a loan exceeds its fair value, with such charges being reversed for subsequent increases in fair value, but only to the extent that such reversals do not result in the amortized cost of a loan exceeding its fair value. A loan that is initially designated as held for sale may be reclassified to held for investment if and when the Company's intent for that loan changes. For the year ended December 31, 2021, $ 224.8 million have been reclassified from loans held for sale to loans held for investment. Upon origination, the Company's loans are designated as available for sale. The majority of loans are subsequently sold. Loans that are not sold within one to two business days from origination are reclassified as held for investment. Loans Held for Investment: Loans held for investment are recorded at amortized cost, less an allowance for potential uncollectible amounts. Amortized cost basis represents principal amounts outstanding, net of unearned income, unamortized deferred fees and costs on originated loans, premiums or discounts on purchased loans and charge-offs. The Company’s intent and ability to designate loans as held for investment in the future may change based on changes in business strategies, the economic environment, and market conditions. The Company calculates an allowance for losses on the loans held for investment portfolio in accordance with ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The Company assesses impairment of its financial instruments based on current estimates of expected credit losses over the contractual term of its loans held for investment portfolio as of each balance sheet date. The Company determines the allowance for loan losses using both quantitative and qualitative methods and considers all available information relevant to assessing collectability. This includes but is not limited to: historical loss and recovery experience, recent and historical trends in delinquencies, past-due loans and charge-offs, borrower behavior and repayment speed, underwriting and collection management changes, changes in the legal and regulatory environment, changes in risk and underwriting standards, current and historical macroeconomic conditions such as changes in unemployment and GDP, and various other factors that may affect the sellers’ ability to make future payments. 97 Settlements Receivable Settlements receivable represents amounts due from third-party payment processors for customer transactions. Settlements receivable are typically received within one or two business days of the transaction date. No valuation allowances have been established, as funds are due from large, well-established financial institutions with no historical collections issue. Inventory Inventory is comprised of contactless and chip readers, chip card readers, Square Stand, Square Register, Square Terminal and third-party peripherals, as well as component parts that are used to manufacture these products. Inventory is stated at the lower of cost (generally on a first-in, first-out basis) or net realizable value. Inventory that is obsolete or in excess of forecasted usage is written down to its net realizable value based on the estimated selling prices in the ordinary course of business. The Company's inventory is held at third party warehouses and contract manufacturer premises. Deferred Revenue Deferred revenue is primarily comprised of payments for website hosting and domain name registration received from customers at inception of the arrangements prior to the services being rendered. Investments in bitcoin Bitcoin is a cryptocurrency that is considered to be an indefinite lived intangible asset because bitcoin lacks physical form and there is no limit to its useful life. Accordingly, bitcoin is not subject to amortization but is tested for impairment on a daily basis to assess if it is more likely than not that it is impaired. The Company has concluded that because bitcoin is traded in an active market where there are observable prices, a decline in the quoted price below cost is generally viewed as an impairment indicator, in which case the fair value is used to assess whether an impairment loss should be recorded. If the fair value of bitcoin decreases below the carrying value during the assessed period an impairment charge is recognized at that time. After an impairment loss is recognized, the adjusted carrying amount of bitcoin becomes its new accounting basis. A subsequent reversal of a previously recognized impairment loss is prohibited until the sale of the asset. Property and Equipment Property and equipment are recorded at historical cost less accumulated depreciation, which is computed on a straight-line basis over the asset’s estimated useful life. The estimated useful lives of property and equipment are described below: Property and Equipment Useful Life Capitalized software 18 months Computer and data center equipment Three years Furniture and fixtures Seven years Leasehold improvements Lesser of ten years or remaining lease term Capitalized Software The Company capitalizes certain costs incurred in developing internal-use software when capitalization requirements have been met. Costs prior to meeting the capitalization requirements are expensed as incurred. Capitalized costs are included in property and equipment, net, and amortized on a straight-lined basis over the estimated useful life of the software and included in product development costs on the consolidated statements of operations. The Company capitalized $ 39.2 million and $ 42.0 million of internally developed software during the years ended December 31, 2021 and 2020, respectively, and recognized $ 33.4 million , $ 19.8 million and $ 18.9 million of amortization expense during the years ended December 31, 2021, 2020 and 2019, respectively. 98 Leases The Company leases office space and equipment under non-cancellable finance and operating leases with various expiration dates. The Company adopted Accounting Standards Codification (ASC) 842, Leases (ASC 842) on January 1, 2019, and elected the optional transition method to apply the transition provisions from the effective date of adoption, which requires the Company to report the cumulative effect of the adoption of the standard on the date of adoption with no changes to the prior period balances. Pursuant to the practical expedients, the Company elected not to reassess: (i) whether expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or, (iii) initial direct costs for any existing leases. The Company elected to apply the short-term lease measurement and recognition exemption to its leases where applicable. Operating lease right-of-use assets and operating lease liabilities are recognized at the present value of the future lease payments, generally for the base noncancellable lease term, at the lease commencement date for each lease. The interest rate used to determine the present value of the future lease payments is the Company's incremental borrowing rate because the interest rate implicit in most of the Company's leases is not readily determinable. The Company's incremental borrowing rate is estimated to approximate the interest rate that the Company would pay to borrow on a collateralized basis with similar terms and payments as the lease, and in economic environments where the leased asset is located. Operating lease right-of-use assets also include any prepaid lease payments and lease incentives. The Company's lease agreements generally contain lease and non-lease components. Non-lease components, which primarily include payments for maintenance and utilities, are combined with lease payments and accounted for as a single lease component. The Company includes the fixed non-lease components in the determination of the right-of-use assets and operating lease liabilities. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability, and they are recognized as lease expense is incurred. Variable lease payments predominantly relate to variable operating expenses, taxes, parking, and electricity. The Company records the amortization of the right of use asset and the accretion of lease liability as a component of rent expense in the consolidated statement of operations. The accounting for finance leases remained substantially unchanged. When lease agreements provide allowances for leasehold improvements, the Company assesses whether it is the owner of the leasehold improvements for accounting purposes. When the Company concludes that it is the owner, it capitalizes the leasehold improvement assets and recognizes the related depreciation expense on a straight-line basis over the lesser of the lease term or the estimated useful life of the asset. Additionally, the Company recognizes the amounts of allowances to be received from the lessor as a reduction of the lease liability and the associated right of use asset. When the Company concludes that it is not the owner, the payments that the Company makes towards the leasehold improvements are accounted as a component of the lease payments. The Company records a liability for the estimated fair value for asset retirement obligations (ARO) associated with its leases, with an offsetting asset. In the determination of the fair value of AROs, the Company uses various assumptions and judgments, including such factors as the existence of a legal obligation, estimated amounts and timing of settlements, and discount rates. The liability is subsequently accreted while the asset is depreciated. As of December 31, 2021, the Company had a liability for AROs of $ 3.8 million and an associated asset, net of depreciation, of $ 0.7 million. 99 Business Combinations The purchase price of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of total consideration over the fair values of the assets acquired and the liabilities assumed is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded on the consolidated statements of operations. Long-Lived Assets, including Goodwill and Acquired Intangibles The Company evaluates the recoverability of property and equipment and finite lived intangible assets for impairment whenever events or circumstances indicate that the carrying amounts of such assets may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated. If the carrying amount of the long–lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third–party independent appraisals, as considered necessary. For the periods presented, the Company recorded no impairment charges. The Company performs a goodwill impairment test annually on December 31 and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the reporting unit’s fair value. The Company first assesses qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount and determine whether further action is needed. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. For the periods presented, the Company had recorded no impairment charges. Acquired intangibles consist of acquired technology and customer relationships associated with various acquisitions. Acquired technology is amortized over its estimated useful life on a straight-line basis within cost of revenue. Customer relationships acquired are amortized on a straight-line basis over their estimated useful lives within operating expenses. The Company evaluates the remaining estimated useful life of its intangible assets being amortized on an ongoing basis to determine whether events and circumstances warrant a revision to the remaining period of amortization. Customers Payable Customers payable represents the transaction amounts, less revenue earned by the Company, owed to sellers or Cash App customers. The payable amount comprises amounts owed to customers due to timing differences as the Company typically settles within one business day, amounts held by the Company in accordance with its risk management policies, and amounts held for customers who have not yet linked a bank account. This balance also includes the Company's liability for customer funds held on deposit in the Cash App. Accrued Transaction Losses The Company is exposed to potential credit losses related to transactions processed by sellers that are subsequently subject to chargebacks when the Company is unable to collect from the sellers primarily due to insolvency, disputes between a seller and their customer, or due to fraudulent transactions. Accrued transaction losses also include estimated losses on Cash App activity related to peer-to-peer payments sent from a credit card, Cash for Business, and Cash Card. Generally, the Company estimates the potential loss rates based on historical experience that is continuously adjusted for new information and incorporates, where applicable, reasonable and supportable forecasts about future expectations. The Company also considers other relevant market data in developing such estimates and assumptions, including the impact of the COVID-19 pandemic. Additions to the reserve are reflected in current operating results, while realized losses are offset against the reserve. These amounts are classified within transaction and loan losses on the consolidated statements of operations, except for the amounts associated with the peer-to-peer service offered to Cash App customers for free that are classified within sales and marketing expenses. 100 Segments Effective June 30, 2020, the Company changed its operating segments to reflect the manner in which the Company's Chief Operating Decision Maker ("CODM") reviews and assesses performance. The Company has two reportable segments, which are Square (formerly Seller) and Cash App. Square includes managed payment services, software solutions, hardware and financial services products offered to sellers, while Cash App includes financial tools available to individuals such as P2P (peer-to-peer) payments, Cash Card transactions, bitcoin and stock investing that enable customers to easily send, spend, and store money. Products and services that are not assigned to a specific reportable segment including TIDAL, TBD, and Spiral are aggregated and presented within a general corporate and other category, as their results of operations are immaterial. Recent Accounting Pronouncements Recently adopted accounting pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company early adopted the new guidance on January 1, 2021 using the modified retrospective approach and recorded a cumulative effect upon adoption of $ 103.0 million as a reduction to accumulated deficit and a reduction to other paid in capital of $ 502.7 million related to amounts attributable to conversion options that had previously been recorded in equity. Additionally, the Company recorded an increase to its convertible notes balance by an aggregate amount of $ 399.7 million as a result of the reversal of the separation of the convertible debt between debt and equity. The adoption of this standard also significantly decreased the amount of non-cash interest expense to be recognized in future periods as a result of eliminating the discount associated with the equity component. There was no impact to the Company’s statements of cash flows as the result of the adoption of ASU No. 2020-06. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements ("Codification") . The update provides incremental improvements on various topics in the Codification to provide clarification, correct errors in, and to provide simplification on a variety of topics. Among other items, the guidance includes presentation disclosures for the amount of income tax expense or benefit related to other comprehensive income. The amendments are effective for public entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted this guidance effective January 1, 2021 and has applied the guidance prospectively. The adoption of this guidance did not have a material impact on the Company’s financial statements and related disclosures. 101 Recently issued accounting pronouncements not yet adopted In July 2021, the FASB issued ASU No. 2021-05 ("ASU 2021-05") " Lease (Topic 842): Lessors - Certain Leases with Variable Lease Payments " which amends the lease classification requirements for lessors with certain leases containing variable payments. A lessor should classify and account for a lease with variable lease payments that do not depend on an index or a rate as an operating lease if both of the following criteria are met: 1) the lease would have been classified as a sales-type lease or a direct financing lease; and 2) the lessor would have otherwise recognized a day-one loss. The amendments in ASU 2021-05 are effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance, but does not expect the adoption to have a material impact on the Company’s financial statements. In May 2021, the FASB issued ASU No. 2021-04 (“ASU 2021-04”) “ Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) ” which provides guidance on modifications or exchanges of a freestanding equity-classified written call option that is not within the scope of another Topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument, and provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 also provides guidance on the recognition of the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The amendments are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance, but does not expect adoption to have a material impact on the Company’s financial statements. In October 2021, the FASB issued ASU No 2021-08 ("ASU 2021-08") "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. The amendments in ASU 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. The amendments in ASU 2021-08 are effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance. NOTE 2 - REVENUE The following table presents the Company's revenue disaggregated by revenue source (in thousands): Year Ended December 31, 2021 2020 2019 Revenue from Contracts with Customers: Transaction-based revenue $ 4,793,146 $ 3,294,978 $ 3,081,074 Subscription and services-based revenue 2,445,811 1,447,188 883,922 Hardware revenue 145,679 91,654 84,505 Bitcoin revenue 10,012,647 4,571,543 516,465 Revenue from other sources: Subscription and services-based revenue 263,920 92,215 147,534 Total net revenue $ 17,661,203 $ 9,497,578 $ 4,713,500 102 NOTE 3 - INVESTMENTS IN DEBT SECURITIES The Company's short-term and long-term investments as of December 31, 2021 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 73,986 $ 150 $ ( 8 ) $ 74,128 Corporate bonds 293,460 128 ( 269 ) 293,319 Commercial paper 36,088 — — 36,088 Municipal securities 5,543 5 — 5,548 Certificates of deposit 9,200 — — 9,200 U.S. government securities 430,992 106 ( 255 ) 430,843 Foreign government securities 20,256 19 ( 118 ) 20,157 Total $ 869,525 $ 408 $ ( 650 ) $ 869,283 Long-term debt securities: U.S. agency securities $ 154,454 $ 26 $ ( 1,160 ) $ 153,320 Corporate bonds 667,699 80 ( 4,572 ) 663,207 Municipal securities 22,541 2 ( 126 ) 22,417 U.S. government securities 678,553 3 ( 4,080 ) 674,476 Foreign government securities 13,084 — ( 74 ) 13,010 Total $ 1,536,331 $ 111 $ ( 10,012 ) $ 1,526,430 The Company's short-term and long-term investments as of December 31, 2020 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 153,386 $ 782 $ ( 164 ) $ 154,004 Corporate bonds 76,957 256 ( 14 ) 77,199 Commercial paper 4,999 — — 4,999 Municipal securities 10,377 57 ( 3 ) 10,431 U.S. government securities 404,194 1,244 ( 4 ) 405,434 Foreign government securities 42,988 139 ( 82 ) 43,045 Total $ 692,901 $ 2,478 $ ( 267 ) $ 695,112 Long-term debt securities: U.S. agency securities $ 168,762 $ 519 $ ( 3 ) $ 169,278 Corporate bonds 174,655 1,401 ( 42 ) 176,014 Municipal securities 1,045 15 — 1,060 U.S. government securities 91,642 433 ( 2 ) 92,073 Foreign government securities 25,351 184 ( 10 ) 25,525 Total $ 461,455 $ 2,552 $ ( 57 ) $ 463,950 The amortized cost of investments classified as cash equivalents approximated the fair value due to the short-term nature of the investments. 103 The Company's gross unrealized losses and fair values for those investments that were in an unrealized loss position as of December 31, 2021 and 2020, aggregated by investment category and the length of time that individual securities have been in a continuous loss position are as follows (in thousands): December 31, 2021 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 26,749 $ ( 8 ) $ — $ — $ 26,749 $ ( 8 ) Corporate bonds 241,792 ( 269 ) 311 — 242,103 ( 269 ) U.S. government securities 347,380 ( 255 ) — — 347,380 ( 255 ) Foreign government securities 12,734 ( 118 ) — — 12,734 ( 118 ) Total $ 628,655 $ ( 650 ) $ 311 $ — $ 628,966 $ ( 650 ) Long-term debt securities: U.S. agency securities $ 151,472 $ ( 1,160 ) $ — $ — $ 151,472 $ ( 1,160 ) Corporate bonds 627,467 ( 4,572 ) — — 627,467 ( 4,572 ) Municipal securities 18,616 ( 126 ) — — 18,616 ( 126 ) U.S. government securities 639,473 ( 4,080 ) — — 639,473 ( 4,080 ) Foreign government securities 13,010 ( 74 ) — — 13,010 ( 74 ) Total $ 1,450,038 $ ( 10,012 ) $ — $ — $ 1,450,038 $ ( 10,012 ) December 31, 2020 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 41,711 $ ( 162 ) $ 2,505 $ ( 2 ) $ 44,216 $ ( 164 ) Corporate bonds 15,255 ( 14 ) — — 15,255 ( 14 ) Municipal securities 2,566 ( 3 ) — — 2,566 ( 3 ) U.S. government securities 45,970 ( 4 ) — — 45,970 ( 4 ) Foreign government securities 21,341 ( 82 ) — — 21,341 ( 82 ) Total $ 126,843 $ ( 265 ) $ 2,505 $ ( 2 ) $ 129,348 $ ( 267 ) Long-term debt securities: U.S. agency securities $ 1,406 $ ( 3 ) $ — $ — $ 1,406 $ ( 3 ) Corporate bonds 28,189 ( 42 ) — — 28,189 ( 42 ) U.S. government securities 8,658 ( 2 ) — — 8,658 ( 2 ) Foreign government securities 10,929 ( 10 ) — — 10,929 ( 10 ) Total $ 49,182 $ ( 57 ) $ — $ — $ 49,182 $ ( 57 ) The Company does not intend to sell nor anticipate that it will be required to sell the securities before recovery of the amortized cost basis. Unrealized losses related to available for sale debt securities were determined not to be due to credit related losses, therefore, an allowance for credit losses is not required. 104 The contractual maturities of the Company's short-term and long-term investments as of December 31, 2021 are as follows (in thousands): Amortized Cost Fair Value Due in one year or less $ 869,525 $ 869,283 Due in one to five years 1,536,331 1,526,430 Total $ 2,405,856 $ 2,395,713 NOTE 4 - CUSTOMER FUNDS The following table presents the assets underlying customer funds (in thousands): December 31, 2021 December 31, 2020 Cash $ 242,243 $ 145,577 Customer funds in transit — 262,562 Cash equivalents: Money market funds 2,126,579 777,193 Reverse repurchase agreement (i) 72,119 246,880 U.S. agency securities — 47,300 U.S. government securities — 111,796 Short-term debt securities: U.S. agency securities 29,994 113,178 U.S. government securities 360,060 333,346 Total $ 2,830,995 $ 2,037,832 (i) The Company has accounted for the reverse repurchase agreement with a third party as an overnight lending arrangement, collateralized by the securities subject to the repurchase agreement. The Company classifies the amounts due from the counterparty as cash equivalents due to the short term nature. The Company invests customer funds in short-term debt securities, as follows as of December 31, 2021 (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 30,002 $ — $ ( 8 ) $ 29,994 U.S. government securities 360,251 — ( 191 ) 360,060 Total $ 390,253 $ — $ ( 199 ) $ 390,054 The Company invests customer funds in short-term debt securities, as follows as of December 31, 2020 (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 113,156 $ 22 $ — $ 113,178 U.S. government securities 333,323 28 ( 5 ) 333,346 Total $ 446,479 $ 50 $ ( 5 ) $ 446,524 105 The amortized cost of investments classified as cash equivalents approximated the fair value due to the short-term nature of the investments. The gross unrealized losses and fair values for those investments that were in an unrealized loss position as of December 31, 2021 and 2020, aggregated by investment category and the length of time that individual securities have been in a continuous loss position are as follows (in thousands): December 31, 2021 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 29,994 $ ( 7 ) $ — $ — $ 29,994 $ ( 7 ) U.S. government securities 360,060 ( 191 ) — — 360,060 ( 191 ) Total $ 390,054 $ ( 198 ) $ — $ — $ 390,054 $ ( 198 ) December 31, 2020 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. government securities $ 73,609 $ ( 5 ) $ — $ — $ 73,609 $ ( 5 ) Total $ 73,609 $ ( 5 ) $ — $ — $ 73,609 $ ( 5 ) The Company does not have any available for sale debt securities for which the Company has recorded credit related losses. The contractual maturities of the Company's investments within customer funds as of December 31, 2021 are as follows (in thousands): Amortized Cost Fair Value Due in one year or less $ 390,253 $ 390,054 Due in one to five years — — Total $ 390,253 $ 390,054 106 NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures its cash equivalents, customer funds, short-term and long-term marketable debt securities, and marketable equity investment at fair value. The Company classifies these investments within Level 1 or Level 2 of the fair value hierarchy because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis are classified as follows (in thousands): December 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash Equivalents: Money market funds $ 2,344,768 $ — $ — $ 1,694,736 $ — $ — U.S. agency securities — 22,999 — — 41,186 — Certificates of deposit — 4,983 — — — — Corporate bonds — 790 — — — — U.S. government securities — — — 15,000 — — Customer funds: Money market funds 2,126,579 — — 777,193 — — Reverse repurchase agreement 72,119 — — 246,880 — — U.S. agency securities — 29,994 — — 160,478 — U.S. government securities 360,060 — — 445,142 — — Short-term debt securities: U.S. agency securities — 74,128 — — 154,004 — Certificates of deposit — 9,200 — — — — Corporate bonds — 293,319 — — 77,199 — Commercial paper — 36,088 — — 4,999 — Municipal securities — 5,548 — — 10,431 — U.S. government securities 430,843 — 405,434 — — Foreign government securities — 20,157 — — 43,045 — Long-term debt securities: U.S. agency securities — 153,320 — — 169,278 — Corporate bonds — 663,207 — — 176,014 — Municipal securities — 22,417 — — 1,060 — U.S. government securities 674,476 — — 92,073 — — Foreign government securities — 13,010 — — 25,525 — Other: Investment in marketable equity security — — — 376,258 — — Total $ 6,008,845 $ 1,349,160 $ — $ 4,052,716 $ 863,219 $ — The carrying amounts of certain financial instruments, including settlements receivable, loans held for investment, accounts payable, customers payable, accrued expenses and settlements payable, approximate their fair values due to their short-term nature. 107 The Company estimates the fair value of its convertible and senior notes based on their last actively traded prices (Level 1) or market observable inputs (Level 2). The estimated fair value and carrying value of the convertible and senior notes were as follows (in thousands): December 31, 2021 December 31, 2020 Carrying Value Fair Value (Level 2) Carrying Value Fair Value (Level 2) 2031 Senior Notes $ 986,774 $ 1,018,113 $ — $ — 2026 Senior Notes 987,626 994,579 — — 2027 Convertible Notes 567,208 614,286 458,496 644,000 2026 Convertible Notes 567,621 595,548 482,204 638,250 2025 Convertible Notes 990,361 1,477,302 858,332 1,912,440 2023 Convertible Notes 459,618 958,927 780,046 2,417,820 2022 Convertible Notes 455 3,192 7,846 80,731 Total $ 4,559,663 $ 5,661,947 $ 2,586,924 $ 5,693,241 The estimated fair value and carrying value of loans held for sale and loans held for investment is as follows (in thousands): December 31, 2021 December 31, 2020 Carrying Value Fair Value (Level 3) Carrying Value Fair Value (Level 3) Loans held for sale $ 517,940 $ 574,982 $ 462,665 $ 467,805 Loans held for investment 91,447 95,746 — — Total $ 609,387 $ 670,728 $ 462,665 $ 467,805 As of December 31, 2021, $ 364.8 million of the carrying value of loans held for sale was attributable to loans under the Paycheck Protection Program ("PPP"). The PPP was intended to provide relief to eligible businesses impacted by COVID-19, and to incentivize businesses to keep their workers on the payroll. These loans are guaranteed by the U.S. government and are eligible for forgiveness if the borrowers meet certain criteria. As the loans under the PPP qualify for forgiveness if certain criteria are met or are guaranteed by the U.S. government through the Small Business Administration ("SBA"), the related credit losses as of December 31, 2021 were immaterial. As of December 31, 2021, we had facilitated the issuance of $ 1.5 billion of loans in the aggregate under the program, of which we had sold $ 399.1 million to an investor. As of December 31, 2021, $ 725.9 million in PPP loans held for sale have been forgiven by the SBA, of which $ 679.6 million have been forgiven in the year ended December 31, 2021. Overall, for the year ended December 31, 2021, the Company recognized $ 96.2 million of revenue associated with PPP loans primarily as a result of forgiveness. The Company approved and funded the last of its remaining PPP applications upon exhaustion of the funds in the program on May 21, 2021. For the years ended December 31, 2021, 2020, and 2019, the Company recorded incremental charges for the excess of amortized cost over the fair value of the loans of $ 6.4 million, $ 26.0 million, and $ 23.2 million, respectively. To determine the fair value of the loans held for sale, the Company utilizes discounted cash flow valuation modeling, taking into account the probability of default and estimated timing and amounts of periodic repayments. In estimating the expected timing and amounts of the future periodic repayments for the loans outstanding, the Company considered other relevant market data in developing such estimates and assumptions, including the continuing impact of the COVID-19 pandemic. With respect to PPP loans, the Company also considers the impact of government guarantees and loan forgiveness on the timing and amounts of future cash flows. As of December 31, 2021, there were no material changes to our estimates of fair value, and the Company will continue to evaluate facts and circumstances that could impact our estimates and affect our results of operations in future periods. If applicable, the Company will recognize transfers into and out of levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs. During the years ended December 31, 2021, 2020 and 2019, the Company did not have any transfers in or out of Level 1, Level 2, or Level 3 assets or liabilities. 108 NOTE 6 - LOANS HELD FOR INVESTMENT In April 2021, the Company began originating loans in the U.S. through its wholly-owned subsidiary bank, Square Financial Services. The Company sells the majority of the loans to institutional investors with a portion retained on its balance sheet. Loans retained by the Company are classified as held for investment as the Company has both the intent and ability to hold them for the foreseeable future, until maturity, or until payoff. The Company’s intent and ability in the future may change based on changes in business strategies, the economic environment, and market conditions. As of December 31, 2021, the Company held $ 91.4 million as loans held for investment, net of allowance, other current assets on the condensed consolidated balance sheet, see Note 11, Other Consolidated Balance Sheet Components . Loans held for investment are recorded at amortized cost, less an allowance for potential uncollectible amounts. Amortized cost basis represents principal amounts outstanding, net of unearned income, unamortized deferred fees and costs on originated loans, premiums or discounts on purchased loans and charge-offs. The allowance for loan losses and amount of charge offs recorded as of December 31, 2021 were immaterial. There were no recoveries recorded as of December 31, 2021. The Company considers loans that are greater than 60 days past due to be delinquent, and loans 90 days or more past due to be nonperforming. Loans that are 120 days or more past due are generally considered to be uncollectible and are written off. When a loan is identified as nonperforming, recognition of income is discontinued. Loans are restored to performing status after total overdue unpaid amounts are repaid and the Company has reasonable assurance that performance under the terms of the loan will continue. As of December 31, 2021, the amount of loans that were identified as nonperforming loans was immaterial. The Company closely monitors economic conditions and loan performance trends to assess and manage its exposure to credit risk. The criteria the Company monitors when assessing the credit quality and risk of its loan portfolio is primarily based on internal risk ratings, as they provide insight into borrower risk profiles and are useful as indicators of potential future credit losses. Loans are internally rated as "Pass" rated or "Classified". Pass rated loans generally consist of loans that are current or up to 60 days past due. Classified loans generally comprise of loans that are 60 days or greater past due and have a higher risk of default. Internal risk ratings are reviewed and, generally, updated at least once a year. As of December 31, 2021, the amortized cost of Pass rated loans was $ 95.1 million and the amount of Classified loans was immaterial. NOTE 7 - PROPERTY AND EQUIPMENT, NET The following is a summary of property and equipment, less accumulated depreciation and amortization (in thousands): December 31, 2021 December 31, 2020 Leasehold improvements $ 208,228 $ 168,125 Computer equipment 174,004 139,174 Capitalized software 116,827 119,452 Office furniture and equipment 42,393 34,890 Total 541,452 461,641 Less: Accumulated depreciation and amortization ( 259,312 ) ( 228,121 ) Property and equipment, net $ 282,140 $ 233,520 Depreciation and amortization expense on property and equipment was $ 94.2 million, $ 65.0 million, and $ 60.6 million, for the years ended December 31, 2021, 2020, and 2019, respectively. 109 NOTE 8 - ACQUISITIONS Afterpay On January 31, 2022 (February 1, 2022 Australian Eastern Daylight Time), the Company completed the acquisition of Afterpay Limited (“Afterpay”), a global BNPL platform. In connection with the acquisition, the Company issued 113,387,895 shares of the Company’s Class A common stock with an aggregate fair value of $ 13.9 billion based on the closing price of the Company’s Class A common stock on the acquisition date. As of the completion of the acquisition, certain convertible notes with an outstanding principal amount of AU$ 1.5 billion (US$ 1.1 billion based on the closing exchange rate on the acquisition date), remained outstanding. As a result of the acquisition of Afterpay, the original holders of the convertible notes may require Afterpay to redeem some or all of the notes at 100 % of their principal amount no later than March 4, 2022. The acquisition meets the criteria to be accounted for as a business combination. This method requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date and that the difference between the fair value of the consideration paid for the acquired entity and the fair value of the net assets acquired be recorded as goodwill, which is not amortized but is tested at least annually for impairment. The Company is in the process of determining the fair values of purchase consideration transferred, as well as the fair values of tangible and intangible assets acquired and liabilities assumed. TIDAL On April 30, 2021, the Company acquired an 86.8 % ownership interest in TIDAL, a global music and entertainment platform that brings fans and artists together through unique music, content, and experiences. The acquisition extends our purpose of economic empowerment to musicians. The Company has the option, but not the obligation, to acquire any portion of the remaining noncontrolling interest any time after a three year period has elapsed from the execution of the merger agreement at a price based on the fair value of TIDAL shares. The purchase consideration was comprised of $ 223.1 million in cash and 41,138 shares of the Company’s Class A common stock with an aggregate fair value of $ 10.1 million based on the closing price of the Company’s Class A common stock on the acquisition date. Third-party acquisition-related costs were immaterial. The results of TIDAL’s operations have been included in the consolidated financial statements since the closing date. The acquisition was accounted for as a business combination. This method requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date and that the difference between the fair value of the consideration paid for the acquired entity and the fair value of the net assets acquired be recorded as goodwill, which is not amortized but is tested at least annually for impairment. 110 The table below summarizes the consideration paid for TIDAL and the fair value of the assets acquired and liabilities assumed at the closing date (in thousands, except share data). Consideration: Cash $ 176,663 Deferred consideration 46,475 Stock ( 41,138 shares of Class A common stock) 10,071 $ 233,209 Recognized amounts of identifiable assets acquired and liabilities assumed: Current assets (inclusive of cash acquired of $ 12,358 ) $ 29,621 Intangible customer assets 69,000 Intangible technology assets 29,000 Intangible trade name 35,000 Intangible other assets 8,000 Other non-current assets 33,443 Accrued expenses and other current liabilities ( 67,789 ) Other non-current liabilities ( 52,759 ) Total identifiable net assets acquired 83,516 Noncontrolling interests ( 48,192 ) Goodwill 197,885 Total $ 233,209 Goodwill from the acquisition was primarily attributable to the value of expected synergies created by incorporating TIDAL product and operations into the Company's technology platform and the value of the assembled workforce. An estimated amount of approximately $ 70.7 million of the goodwill generated from the TIDAL acquisition and approximately $ 126.7 million of the acquired intangible assets are expected to be deductible for US tax purposes based on the preliminary values. Additionally, the acquisition would have resulted in the recognition of US deferred tax assets; however, the realization of such deferred tax assets depends primarily on the Company's ability, post-acquisition, to generate taxable income in future periods of which there is not sufficient evidence of such income as of December 31, 2021. Accordingly, a valuation allowance was recorded against the net acquired deferred tax asset in accounting for the acquisition. Deferred consideration in the aggregate amount of $ 46.5 million primarily relates to pre-acquisition contingencies, and includes a portion of purchase consideration withheld, for a period of up to 4 years, as security for TIDAL's indemnification obligations related to general representations and warranties, in addition to certain potential exposures. The Company recognized certain liabilities for acquired pre-existing potential exposures, and an indemnification receivable in the amount of $ 22.8 million has been recorded related to such exposures in accordance with the terms of the indemnification agreement. The amounts have been determined in accordance with ASC 740, Income Taxes , and ASC 450, Contingencies . The Company prepared an initial determination of the fair value of the assets acquired and liabilities assumed as of the acquisition date using preliminary information. Subsequently, the Company has recognized measurement period adjustments to the purchase consideration and the jurisdictional allocation of the fair value of certain assets and liabilities assumed as a result of further refinements in the Company’s estimates. The net effect of these adjustments on the preliminary purchase price allocation was an increase of $ 13.1 million in goodwill and deferred tax liabilities assumed. In addition to the deferred consideration, an additional amount of $ 32.2 million in purchase consideration has been withheld related to defined post-acquisition activities. Because these amounts relate to post-acquisition activities, in accordance with ASC 805, Business Combinations , such amounts will be recognized as expenses in future periods, as incurred. The noncontrolling interest was recorded based on the fair value on the date of acquisition. 111 The acquisition of TIDAL did not have a material impact on the Company's consolidated financial statements. Accordingly, pro forma financial information has not been presented. Other Acquisitions The Company completed certain acquisitions for a total consideration of $ 20.5 million, $ 126.7 million, and $ 25.2 million, during the years ended December 31, 2021, 2020, and 2019, respectively, which resulted in the recognition of additional intangible assets and goodwill. There were no material acquisitions during these periods therefore pro forma financial information has not been presented. None of the goodwill generated from the acquisitions or the acquired intangible assets are expected to be deductible for tax purposes. NOTE 9 - GOODWILL Goodwill is recorded when the consideration paid for an acquisition of a business exceeds the fair value of identifiable net tangible and intangible assets acquired. The change in carrying value of goodwill in the period was as follows (in thousands): Balance at December 31, 2019 $ 266,345 Acquisitions completed during the year ended December 31, 2020 49,571 Other adjustments 785 Balance at December 31, 2020 316,701 Acquisitions completed during the year ended December 31, 2021 203,079 Other adjustments ( 504 ) Balance at December 31, 2021 $ 519,276 Effective June 30, 2020, the Company changed its operating and reporting segments to reflect the manner in which the CODM reviews and assesses performance. Accordingly, the Company has two operating and reportable segments, which are Square and Cash App (defined further in Note 19, Segment and Geographical Information ). The Company allocated $ 183.4 million and $ 112.4 million of the goodwill balance at June 30, 2020 to Square and Cash App, respectively. In addition, the Company completed an assessment of any potential goodwill impairment for the reporting units immediately before and after the reallocation and determined that no impairment existed as of June 30, 2020. The change in carrying value of goodwill allocated to the reportable segments in the period was as follows (in thousands): Cash App Square Corporate and Other Total Balance as of June 30, 2020 $ 112,389 $ 183,371 $ — $ 295,760 Acquisitions 15,587 4,492 — 20,079 Other adjustments 862 — — 862 Balance as of December 31, 2020 128,838 187,863 — 316,701 Acquisitions — 5,194 197,885 203,079 Other adjustments ( 504 ) — — ( 504 ) Balance as of December 31, 2021 $ 128,334 $ 193,057 $ 197,885 $ 519,276 Additionally, the Company performed its annual goodwill impairment assessment as of December 31, 2021. For purposes of completing the impairment test, the Company performs either a qualitative or a quantitative analysis on a reporting unit basis. Through qualitative analysis, the Company concluded that it was more likely than not that the fair value of the reporting units were greater than their carrying amounts. As a result, the two-step goodwill impairment test was not required, and no impairments of goodwill were recognized during the year ended December 31, 2021. 112 NOTE 10 - ACQUIRED INTANGIBLE ASSETS The following table presents the detail of acquired intangible assets as of the periods presented (in thousands): Balance at December 31, 2021 Weighted Average Estimated Useful Life Cost Accumulated Amortization Net Technology assets 5 years $ 164,977 $ ( 65,619 ) $ 99,358 Customer assets 15 years 128,316 ( 19,244 ) 109,072 Trade name 9 years 53,051 ( 14,169 ) 38,882 Other 9 years 13,743 ( 4,006 ) 9,737 Total $ 360,087 $ ( 103,038 ) $ 257,049 Balance at December 31, 2020 Weighted Average Estimated Useful Life Cost Accumulated Amortization Net Technology assets 5 years $ 119,508 $ ( 43,084 ) $ 76,424 Customer assets 11 years 58,556 ( 10,796 ) 47,760 Trade name 6 years 18,529 ( 8,031 ) 10,498 Other 8 years 5,733 ( 2,803 ) 2,930 Total $ 202,326 $ ( 64,714 ) $ 137,612 All intangible assets are amortized over their estimated useful lives. The changes to the carrying value of intangible assets were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Acquired intangible assets, net, beginning of the period $ 137,612 $ 69,079 $ 77,102 Acquisitions 159,100 85,960 14,559 Amortization expense ( 40,522 ) ( 19,239 ) ( 15,000 ) Sale of asset group — — ( 7,582 ) Other adjustments 859 1,812 — Acquired intangible assets, net, end of the period $ 257,049 $ 137,612 $ 69,079 The estimated future amortization expense of intangible assets as of December 31, 2021 is as follows (in thousands): 2022 $ 42,908 2023 41,657 2024 38,679 2025 31,852 2026 18,201 Thereafter 83,752 Total $ 257,049 113 NOTE 11 - OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) Other Current Assets The following table presents the detail of other current assets (in thousands): December 31, 2021 December 31, 2020 Inventory, net $ 77,058 $ 61,129 Restricted cash 18,778 30,279 Processing costs receivable 228,914 148,606 Prepaid expenses 63,341 34,279 Accounts receivable, net 89,702 41,960 Loans held for investment, net of allowance for loan losses (i) 91,447 — Other 118,189 66,814 Total $ 687,429 $ 383,067 (i) In April 2021, the Company began originating loans in the U.S. through its wholly-owned subsidiary bank, Square Financial Services, Inc., and discontinued a prior arrangement with an industrial bank partner. Refer to Note 6, Loans Held for Investment for further details . Accrued Expenses and Other Current Liabilities The following table presents the detail of accrued expenses and other current liabilities (in thousands): December 31, 2021 December 31, 2020 Accrued expenses $ 254,900 $ 126,710 Accrued royalties 53,616 — Accrued transaction losses (i) 55,167 70,557 Accounts payable 82,173 47,089 Deferred revenue, current 48,462 44,908 Current portion of long-term debt 455 — Other 144,536 71,586 Total $ 639,309 $ 360,850 (i) The Company is exposed to potential credit losses related to transactions processed by sellers that are subsequently subject to chargebacks when the Company is unable to collect from the sellers primarily due to insolvency. Generally, the Company estimates the potential loss rates based on historical experience that is continuously adjusted for new information and incorporates, where applicable, reasonable and supportable forecasts about future expectations. 114 The reconciliation of the beginning and ending accrued transaction losses is as follows: Year Ended December 31, 2021 2020 Accrued transaction losses, beginning of the year $ 70,557 $ 34,771 Provision for transaction losses 63,436 109,399 Charge-offs to accrued transaction losses ( 78,826 ) ( 73,613 ) Accrued transaction losses, end of the year $ 55,167 $ 70,557 In addition to amounts reflected in the table above, the Company recognized additional provision for transaction losses that were realized and written-off within the same period. The Company recorded $ 338.6 million and $ 264.3 million for the year ended December 31, 2021, and 2020, respectively, for such losses. NOTE 12 - OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT) Other Non-Current Assets The following table presents the detail of other non-current assets (in thousands): December 31, 2021 December 31, 2020 Investment in non-marketable equity securities (i) $ 81,919 $ 32,510 Investment in marketable equity security (ii) — 376,258 Investment in bitcoin, net (iii) 149,000 50,000 Restricted cash 71,702 13,526 Other 67,914 26,956 Total $ 370,535 $ 499,250 (i) Investment in non-marketable equity securities represents the Company's investments in equity of non-public entities. The Company also holds a non-marketable common stock warrant in a public entity. These investments are measured using the measurement alternative and are therefore carried at cost, less impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. Adjustments are recorded within other expense (income), net o n the consolidated statement of operations. During the year ended December 31, 2021, the Company recorded a net loss of $ 12.4 million, a rising from the revaluation of the non-marketable investments. (ii) In December 2020, upon DoorDash's initial public offering, the shares of preferred stock held by the Company converted into Class A common stock of DoorDash. The investment was carried at fair value, with changes in fair value being recorded within other income or expense on the consolidated statement of operations. During the year ended December 31, 2021, the Company recorded a net gain of $ 44.4 million. In June 2021, the Company completed the sale of its remaining investment in DoorDash, which will have no further impact on the Company's results in future periods. (iii) The Company invested $ 50.0 million and $ 170.0 million in bitcoin in the fourth quarter of 2020 and the first quarter of 2021, respectively. Bitcoin is accounted for as an indefinite lived intangible asset, and thus, is subject to impairment losses if the fair value of bitcoin decreases below the carrying value during the assessed period. Impairment losses cannot be recovered for any subsequent increase in fair value until the sale of the asset. 115 The Company recorded impairment losses of $ 71.1 million in the year ended December 31, 2021 due to the observed market price of bitcoin decreasing below the carrying value during the period. As of December 31, 2021, the fair value of the investment in bitcoin was $ 371.0 million based on observable market prices which is $ 222.1 million in excess of the Company's carrying value of $ 149.0 million. Other Non-Current Liabilities The following table presents the detail of other non-current liabilities (in thousands): December 31, 2021 December 31, 2020 Statutory liabilities (i) $ 133,020 $ 75,370 Other (ii) 89,826 9,921 Total $ 222,846 $ 85,291 (i) Statutory liabilities represent loss contingencies that may arise from the Company's interpretation and application of certain guidelines and rules issued by various federal, state, local, and foreign regulatory authorities. (ii) Other non-current liabilities includes deferred purchase consideration associated with the acquisition of TIDAL. NOTE 13 - INDEBTEDNESS Revolving Credit Facility In May 2020, the Company entered into a revolving credit agreement with certain lenders, which provided a $ 500.0 million senior unsecured revolving credit facility (the "2020 Credit Facility") maturing in May 2023. On May 28, 2020, the Company amended the credit agreement for the 2020 Credit Facility (the "Credit Agreement") to permit the Company’s wholly owned subsidiary, Square Capital, LLC (“Square Capital”), to incur indebtedness in an aggregate principal amount of up to $ 500.0 million pursuant to the Paycheck Protection Program Liquidity Facility (“PPPLF”) authorized under the Federal Reserve Act of 1913. In connection with its convertible debt offerings in November 2020, the Company entered into a second amendment to the Credit Agreement on November 9, 2020 to permit convertible debt in an aggregate principal amount not to exceed $ 3.6 billion. On January, 28, 2021, the Company entered into a third amendment to the Credit Agreement to increase the amount of indebtedness that Square Capital is permitted to incur pursuant to the PPPLF from an aggregate principal amount of up to $ 500.0 million to an aggregate principal amount of up to $ 1.0 billion. On May 25, 2021, the Company entered into a fourth amendment to the Credit Agreement to, among other things, extend the maturity date of the loans advanced to May 1, 2024. The Credit Agreement also contains a financial covenant that requires the Company to maintain a quarterly minimum liquidity amount (consisting of the sum of Unrestricted cash and Cash Equivalents plus Marketable Securities, each as defined in the Credit Agreement) of at least $ 250.0 million, tested on a quarterly basis. The Company is obligated to pay customary fees for a credit facility of this size and type including a commitment fee of 0.15 % per annum on the undrawn portion available under the 2020 Credit Facility. To date no funds have been drawn and no letters of credit have been issued under the 2020 Credit Facility. As of December 31, 2021, $ 500.0 million remained available for draw. The Company incurred $ 0.8 million and $ 0.7 million in commitment fees during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company was in compliance with all financial covenants associated with the 2020 Credit Facility. Loans under the 2020 Credit Facility bear interest at the Company's option of (i) a base rate based on the highest of the prime rate, the federal funds rate plus 0.50 %, and the adjusted LIBOR rate plus 1.00 %, in each case, plus a margin ranging from 0.25 % to 0.75 % or (ii) an adjusted LIBOR rate plus a margin ranging from 1.25 % to 1.75 %. The Credit Agreement includes provisions allowing the Company to replace or update LIBOR with a replacement rate. The margin is determined based on the Company’s total leverage ratio, as defined in the Credit Agreement. The Credit Agreement also contains customary affirmative and negative covenants typical for a financing of this type that, among other things, restricts the Company and certain of its subsidiaries’ ability to incur additional indebtedness, create liens, merge or consolidate or make certain dispositions, pay dividends and make distributions, enter into restrictive agreements, enter into agreements with affiliates, and make certain investments and acquisitions. 116 Paycheck Protection Program Liquidity Facility On June 2, 2020, Square Capital was approved to borrow under the PPPLF with the Federal Reserve Bank of San Francisco (“First PPPLF Agreement”), at an annual interest rate of 0.35%. The PPPLF extends credit to eligible financial institutions that have originated or purchased PPP loans. Advances under the PPPLF are non-recourse and are secured by a pledge of PPP loans held by Square Capital. The maturity date of any PPPLF loan will be the maturity date of the PPP loans pledged to secure such PPPLF loan. The maturity date of any PPPLF loan will be accelerated on and to the extent of (i) the date of any loan forgiveness reimbursement by the SBA for any PPP loan securing such PPPLF loan; or (ii) the date of purchase by the SBA from Square Capital of any PPP loan securing such PPPLF loan to realize on the SBA’s guarantee of such PPP loan. The maturity date of all PPPLF loans shall be accelerated upon the occurrence of certain events of default by Square Capital, including but not limited to the failure to comply with a requirement of the PPPLF agreement or any representation, warranty, or covenant of Square Capital under the PPPLF agreement being inaccurate on or as of the date it is deemed to be made or on any date on which an PPPLF loan remains outstanding. The Company can also at its option prepay the advances in full or in part without penalty. Square Capital also shall prepay PPPLF loans so that the amount of any PPPLF loans outstanding does not exceed the outstanding amount of PPP loans pledged to secure such PPPLF loans. On January 29, 2021, Square Capital entered into a second PPPLF agreement with the Federal Reserve Bank of San Francisco (“Second PPPLF Agreement”) to secure additional credit collateralized by loans from the subsequent rounds of the PPP program in an aggregate principal amount of up to $ 1.0 billion under both PPPLF agreements. As of December 31, 2021, $ 497.5 million of PPPLF advances were outstanding and are, generally, collateralized by the same value of PPP loans. Any differences between the amounts are generally due to the timing of PPP loan repayment or forgiveness, and repayment of PPPLF advances. Senior Unsecured Notes due in 2026 and 2031 On May 20, 2021, the Company issued an aggregate principal amount of $ 2.0 billion senior unsecured notes comprised of $ 1.0 billion of senior unsecured notes due 2026 ("2026 Senior Notes") and $ 1.0 billion senior unsecured notes due 2031 ("2031 Senior Notes" and, together with the 2026 Senior Notes, the “Senior Notes”). The 2026 Senior Notes mature on June 1, 2026, unless earlier redeemed or repurchased, and bear interest a rate of 2.75 % payable semi-annually on June 1 and December 1 of each year. The 2031 Senior Notes mature on June 1, 2031, unless earlier redeemed or repurchased, and bear interest at a rate of 3.50 % payable semi-annually on June 1 and December 1 of each year. The Senior Notes are subject to optional redemption provisions. At any time prior to May 1, 2026, in the case of the 2026 Senior Notes, and March 1, 2031, in the case of the 2031 Senior Notes, the Company may redeem the applicable series in whole or part at a price equal to 100 % of the principal amount of the notes to be redeemed plus an applicable premium and accrued and unpaid interest, if any, to but excluding the redemption date. The applicable premium for any note is the greater of: (1) 1.0 % of the principal amount of such note, and (2) the excess, if any, of (a) the present value at the redemption date of all scheduled payments of interest plus principal on such note (excluding accrued but unpaid interest, if any, to, but excluding, the redemption date) computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points, over (b) the principal amount of such note. At any time on or after May 1, 2026, in the case of the 2026 Senior Notes, and March 1, 2031, in the case of the 2031 Senior Notes, the Company may redeem the notes of the applicable series in whole or part at a price of 100 % of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, to but excluding the redemption date. If the Company experiences a change of control triggering event (as defined in the applicable indenture governing the applicable Senior Notes), the Company must offer to repurchase each series of Senior Notes at a repurchase price equal to 101 % of the principal amount of the applicable notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. In the event of default, the trustee or holders of at least 25 % in aggregate principal amount of the applicable series of outstanding Senior Notes under the applicable indenture may declare all of the notes of the applicable series to be due and immediately payable. If the event of default is the result of specified events of bankruptcy, insolvency or reorganization, all of the notes of the applicable series will become due without any declaration or action by the trustee or holders. If there is a default in the payment of interest, the Company shall pay the defaulted interest plus, to the extent lawful, interest payable on the defaulted interest at the rate provided in the Senior Notes. 117 Debt issuance costs related to the 2026 Senior Notes and 2031 Senior Notes were comprised of discounts and commissions payable to the initial purchasers of $ 22.5 million and third party offering costs of $ 5.7 million. Issuance costs are amortized to interest expense using the effective interest method at an effective interest rate of 3.06 % and 3.69 % for each of the respective terms of the 2026 Senior Notes and 2031 Senior Notes, respectively. Convertible Notes due in 2026 and 2027 On November 13, 2020, the Company issued an aggregate principal amount of $ 1.15 billion of convertible senior notes comprised of $ 575.0 million of convertible senior notes due 2026 ("2026 Convertible Notes") and $ 575.0 million of convertible senior notes due 2027 ("2027 Convertible Notes"). The 2026 Convertible Notes mature on May 1, 2026, unless earlier converted or repurchased, and bears a zero rate of interest. The 2027 Convertible Notes mature on November 1, 2027, unless earlier converted or repurchased, and bear interest at a rate of 0.25 % payable semi-annually on May 1 and November 1 of each year. Both the 2026 Convertible Notes and 2027 Convertible Notes are convertible at an initial conversion rate of 3.3430 shares of the Company's Class A common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $ 299.13 per share of Class A common stock. Holders may convert their relevant series of notes at any time prior to the close of business on the business day immediately preceding February 1, 2026 and August 1, 2027 for the 2026 Convertible Notes and 2027 Convertible Notes, respectively, only under the following circumstances: (1) during any calendar quarter, commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price (as defined in the indenture governing the 2026 Convertible Notes and 2027 Convertible Notes) per $1,000 principal amount of 2026 Convertible Notes and 2027 Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the 2026 Convertible Notes and 2027 Convertible Notes for redemption, such relevant series of notes called for redemption may be converted at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change (as defined in the indenture governing the 2026 Convertible Notes and 2027 Convertible Notes) or a transaction resulting in the Company’s Class A common stock converting into other securities or property or assets. In addition, upon occurrence of the specified corporate events prior to the maturity date, the Company would increase the conversion rate for a holder who elects to convert their relevant series of notes in connection with such an event in certain circumstances. On or after February 1, 2026 in the case of the 2026 Convertible Notes, and on or after August 1, 2027 in the case of the 2027 Convertible Notes, up until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder of the relevant series of notes may convert all or any portion of its 2026 Convertible Notes or 2027 Convertible Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at the Company’s election. The circumstances required to allow the holders to convert their 2026 Convertible Notes and 2027 Convertible Notes were not met during the year ended December 31, 2021. On or after November 5, 2023 for the 2026 Convertible Notes, and on or after November 5, 2024 for the 2027 Convertible Notes, the Company may redeem all or a portion of each series of convertible notes for cash at its option, if the last reported sale price of the Company's Class A common stock has been at least 130 % of the conversion price for the relevant series of notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2026 Convertible Notes and 2027 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In accounting for the issuance of the 2026 Convertible Notes and 2027 Convertible Notes, prior to the adoption of ASU No. 2020-06, the Company separated the relevant series of convertible notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $ 198.0 million and was determined by deducting the fair value of the liability component from the par value of the 2026 Convertible Notes and the 2027 Convertible Notes. The equity component was not re-measured as long as it continued to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount ("debt discount") was amortized to interest expense at an effective interest rate of 3.35 % and 3.66 % for the 2026 Convertible Notes and 2027 Convertible Notes, respectively. Upon adoption of ASU No. 2020-06 on January 1, 2021, the 118 Company reversed the separation of the debt and equity components and accounted for the Notes wholly as debt. The Company also reversed the amortization of the debt discount, with a cumulative adjustment to retained earnings on the adoption date. Debt issuance costs related to the 2026 Convertible Notes and 2027 Convertible Notes were comprised of discounts and commissions payable to the initial purchasers of $ 17.5 million and third party offering costs of $ 1.0 million. Prior to the adoption of ASU No. 2020-06, the Company allocated the total amount incurred to the liability and equity components of the 2026 Convertible Notes and 2027 Convertible Notes based on their relative values. Issuance costs attributable to the liability component were $ 15.4 million and were amortized to interest expense using the effective interest method. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the allocation of the issuance costs to the equity component and accounted for the entire amount as debt issuance cost that will be amortized as interest expense at an effective interest rate of 0.49 % and 0.30 % for each of the respective terms of the 2026 Convertible Notes and 2027 Convertible Notes, respectively, with a cumulative adjustment to retained earnings on the adoption date. Upon adoption of ASU No. 2020-06, the difference between the estimated fair value and the carrying value upon conversion is accounted for as a reduction to the related debt issuance costs, with the remainder recognized as additional paid in capital to reflect the par value of the shares issued. As of December 31, 2021, there has been no principal converted on either the 2026 Convertible Notes or 2027 Convertible Notes. As of December 31, 2021, the if-converted value of the 2026 Convertible Notes and 2027 Convertible Notes did not exceed the outstanding principal amount. 119 Convertible Notes due in 2025 On March 5, 2020, the Company issued an aggregate principal amount of $ 1.0 billion of convertible senior notes ("2025 Convertible Notes"). The 2025 Convertible Notes mature on March 1, 2025, unless earlier converted or repurchased, and bear interest at a rate of 0.1250 % payable semi-annually on March 1 and September 1 of each year. The 2025 Convertible Notes are convertible at an initial conversion rate of 8.2641 shares of the Company's Class A common stock per $1,000 principal amount of 2025 Convertible Notes, which is equivalent to an initial conversion price of approximately $ 121.01 per share of Class A common stock. Holders may convert their 2025 Convertible Notes at any time prior to the close of business on the business day immediately preceding December 1, 2024 only under the following circumstances: (1) during any calendar quarter, commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price (as defined in the indenture governing the 2025 Convertible Notes) per $1,000 principal amount of 2025 Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the 2025 Convertible Notes for redemption, such 2025 Convertible Notes called for redemption may be converted at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change (as defined in the indenture governing the 2025 Convertible Notes) or a transaction resulting in the Company’s Class A common stock converting into other securities or property or assets. In addition, upon occurrence of the specified corporate events prior to the maturity date, the Company would increase the conversion rate for a holder who elects to convert their 2025 Convertible Notes in connection with such an event in certain circumstances. On or after December 1, 2024, up until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2025 Convertible Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at the Company’s election. The Company may redeem for cash all or any part of the 2025 Convertible Notes, at its option, on or after March 5, 2023, if the last reported sale price of the Company's Class A common stock has been at least 130 % of the conversion price for the 2025 Convertible Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2025 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The circumstances to allow the holders to convert their 2025 Convertible Notes were met in the first quarter of 2021. In accounting for the issuance of the 2025 Convertible Notes, prior to the adoption of ASU No. 2020-06, the Company separated the 2025 Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $ 154.6 million and was determined by deducting the fair value of the liability component from the par value of the 2025 Convertible Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount ("debt discount") is amortized to interest expense over the term of the 2025 Convertible Notes at an effective interest rate of 3.81 % over the contractual terms of the 2025 Convertible Notes. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the separation of the debt and equity components and accounted for the 2025 Convertible Notes wholly as debt. The Company also reversed the amortization of the debt discount, with a cumulative adjustment to retained earnings on the adoption date. Debt issuance costs related to the 2025 Convertible Notes were comprised of discounts and commissions payable to the initial purchasers of $ 14.3 million and third party offering costs of $ 0.9 million. Prior to the adoption of ASU No. 2020-06, the Company allocated the total amount incurred to the liability and equity components of the 2025 Convertible Notes based on their relative values. Issuance costs attributable to the liability component were $ 12.8 million and will be amortized to interest expense using the effective interest method over the contractual term. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the allocation of the issuance costs to the equity component and accounted for the 120 entire amount as debt issuance cost that will be amortized as interest expense over the remaining term at an effective interest rate of 0.43 % for the 2025 Convertible Notes with a cumulative adjustment to retained earnings on the adoption date. Upon adoption of ASU No. 2020-06, the difference between the estimated fair value and the carrying value upon conversion is accounted for as a reduction to the related debt issuance costs, with the remainder recognized as additional paid in capital to reflect the par value of the shares issued. As of December 31, 2021, there has been no principal converted on the 2025 Convertible Notes. As of December 31, 2021, the if-converted value of the 2025 Convertible Notes exceeded the outstanding principal amount by $ 334.7 million. Convertible Notes due in 2023 On May 25, 2018, the Company issued an aggregate principal amount of $ 862.5 million of convertible senior notes ("2023 Convertible Notes"). The 2023 Convertible Notes mature on May 15, 2023, unless earlier converted or repurchased, and bear interest at a rate of 0.50 % payable semi-annually on May 15 and November 15 of each year. The 2023 Convertible Notes are convertible at an initial conversion rate of 12.8456 shares of the Company's Class A common stock per $1,000 principal amount of 2023 Convertible Notes, which is equivalent to an initial conversion price of approximately $ 77.85 per share of Class A common stock. Holders may convert their 2023 Convertible Notes at any time prior to the close of business on the business day immediately preceding February 15, 2023 only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price (as defined in the indenture governing the 2023 Convertible Notes) per $1,000 principal amount of 2023 Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change (as defined in the indenture governing the 2023 Convertible Notes) or a transaction resulting in the Company’s Class A common stock converting into other securities or property or assets. On or after February 15, 2023, up until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2023 Convertible Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at the Company’s election. The circumstances to allow the holders to convert their 2023 Convertible Notes were met in the fourth quarter of 2020 and continued to be met through December 31, 2021. As of December 31, 2021, certain holders of the 2023 Convertible Notes have converted an aggregate principal amount of $ 401.9 million of their 2023 Convertible Notes, all of which was converted during the twelve months ended December 31, 2021. The Company has settled the conversions through the issuance of 5.2 million shares of the Company's Class A common stock. In accounting for the issuance of the 2023 Convertible Notes, prior to the adoption of ASU No. 2020-06, the Company separated the 2023 Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $ 155.3 million and was determined by deducting the fair value of the liability component from the par value of the 2023 Convertible Notes. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount ("debt discount") is amortized to interest expense over the term of the 2023 Convertible Notes at an effective interest rate of 4.69 % over the contractual terms of the 2023 Convertible Notes. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the separation of the debt and equity components and accounted for the 2023 Convertible Notes wholly as debt. The Company also reversed the amortization of the debt discount, with a cumulative adjustment to retained earnings on the adoption date. Debt issuance costs related to the 2023 Convertible Notes comprised of discounts and commissions payable to the initial purchasers of $ 6.0 million and third party offering costs of $ 0.8 million. Prior to the adoption of ASU No. 2020-06, the Company allocated the total amount incurred to the liability and equity components of the 2023 Convertible Notes based on their relative values. Issuance costs attributable to the liability component were $ 5.6 million and will be amortized to interest expense using the effective interest method over the contractual term. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. Upon adoption of ASU No. 2020-06 on January 1, 2021, the 121 Company reversed the allocation of the issuance costs to the equity component and accounted for the entire amount as debt issuance cost that will be amortized as interest expense over the remaining term at an effective interest rate of 0.66 % for the 2023 Convertible Notes with a cumulative adjustment to retained earnings on the adoption date. Upon adoption of ASU No. 2020-06, the difference between the estimated fair value and the carrying value upon conversion is accounted for as a reduction to the related debt issuance costs, with the remainder recognized as additional paid in capital to reflect the par value of the shares issued. As of December 31, 2021, the if-converted value of the 2023 Convertible Notes exceeded the outstanding principal amount by $ 495.0 million. Convertible Notes due in 2022 On March 6, 2017, the Company issued an aggregate principal amount of $ 440.0 million of convertible senior notes ("2022 Convertible Notes"). The 2022 Convertible Notes mature on March 1, 2022, unless earlier converted or repurchased, and bear interest at a rate of 0.375 % payable semi-annually on March 1 and September 1 of each year. The 2022 Convertible Notes are convertible at an initial conversion rate of 43.5749 shares of the Company's Class A common stock per $1,000 principal amount of 2022 Convertible Notes, which is equivalent to an initial conversion price of approximately $ 22.95 per share of Class A common stock. Holders may convert their 2022 Convertible Notes at any time prior to the close of business on the business day immediately preceding December 1, 2021 only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price (as defined in the indenture governing the 2022 Convertible Notes) per $1,000 principal amount of 2022 Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change (as defined in the indenture governing the 2022 Convertible Notes) or a transaction resulting in the Company’s Class A common stock converting into other securities or property or assets. On or after December 1, 2021, up until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2022 Convertible Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at the Company’s election. The circumstances required to allow the holders to convert their 2022 Convertible Notes were met in the fourth quarter of 2017 and continued to be met through December 31, 2021. As of December 31, 2021, certain holders of the 2022 Convertible Notes have converted an aggregate principal amount of $ 439.5 million of their 2022 Convertible Notes, of which $ 8.1 million was converted during the twelve months ended December 31, 2021. The Company has settled the conversions through a combination of $ 219.4 million in cash and issuance of 16.5 million shares of the Company's Class A common stock. The conversions during the twelve months ended December 31, 2021 were settled entirely in shares of the Company's Class A common stock. In accounting for the issuance of the 2022 Convertible Notes, prior to the adoption of ASU No. 2020-06, the Company separated the 2022 Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $ 86.2 million and was determined by deducting the fair value of the liability component from the par value of the 2022 Convertible Notes. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The debt discount is amortized to interest expense over the term of the 2022 Convertible Notes at an effective interest rate of 5.34 % over the contractual terms of the 2022 Convertible Notes. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the separation of the debt and equity components and accounted for the 2022 Convertible Notes wholly as debt. The Company also reversed the amortization of the debt discount, with a cumulative adjustment to retained earnings on the adoption date. Debt issuance costs related to the 2022 Convertible Notes comprised of discounts and commissions payable to the initial purchasers of $ 11.0 million and third party offering costs of $ 0.8 million. Prior to the adoption of ASU No. 2020-06, the Company allocated the total amount incurred to the liability and equity components of the 2022 Convertible Notes based on their relative values. Issuance costs attributable to the liability component were $ 9.4 million and will be amortized to 122 interest expense using the effective interest method over the contractual term. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the allocation of the issuance costs to the equity component and accounted for the entire amount as debt issuance cost that will be amortized as interest expense over the remaining term at an effective interest rate of 0.93 % for the 2022 Convertible Notes with a cumulative adjustment to retained earnings on the adoption date. Prior to the adoption of ASU No. 2020-06, the debt component associated with the 2022 Convertible Notes that were converted was accounted for as an extinguishment of debt, with the Company recording loss on extinguishment as the difference between the estimated fair value and the carrying value of such 2022 Convertible Notes. The equity component associated with the 2022 Convertible Notes that were converted was accounted for as a reacquisition of equity upon the conversion of such 2022 Convertible Notes. Upon adoption of ASU No. 2020-06, the difference between the estimated fair value and the carrying value upon conversion is accounted for as a reduction to the related debt issuance costs, with the remainder recognized as additional paid in capital to reflect the par value of the shares issued. There no longer is a gain or loss on extinguishment of debt recognized upon conversion, as the debt is settled in equity. As of December 31, 2021, the if-converted value of the 2022 Convertible Notes exceeded the outstanding principal amount by $ 2.7 million. 123 The net carrying amount of the Notes were as follows (in thousands): Principal outstanding Unamortized debt issuance costs Net carrying value December 31, 2021 2031 Senior Notes $ 1,000,000 $ ( 13,226 ) $ 986,774 2026 Senior Notes 1,000,000 ( 12,374 ) 987,626 2027 Convertible Notes 575,000 ( 7,792 ) 567,208 2026 Convertible Notes 575,000 ( 7,379 ) 567,621 2025 Convertible Notes 1,000,000 ( 9,639 ) 990,361 2023 Convertible Notes 460,630 ( 1,012 ) 459,618 2022 Convertible Notes 455 — 455 Total $ 4,611,085 $ ( 51,422 ) $ 4,559,663 As discussed above, upon the adoption of ASU No. 2020-06, the Company reversed the separation of the debt and equity components of the Convertible Notes, and accounted for the Convertible Notes wholly as debt. Additionally, the issuance costs of the Notes were accounted for as debt issuance costs in its entirety. Refer to Note 1, Description of Business and Summary of Significant Accounting Policies for further details on the impact of adoption. Principal outstanding Unamortized debt discount Unamortized debt issuance costs Net carrying value December 31, 2020 2027 Convertible Notes $ 575,000 $ ( 109,134 ) $ ( 7,370 ) $ 458,496 2026 Convertible Notes 575,000 ( 85,085 ) ( 7,711 ) 482,204 2025 Convertible Notes 1,000,000 ( 130,335 ) ( 11,333 ) 858,332 2023 Convertible Notes 862,500 ( 79,980 ) ( 2,474 ) 780,046 2022 Convertible Notes 8,545 ( 629 ) ( 70 ) 7,846 Total $ 3,021,045 $ ( 405,163 ) $ ( 28,958 ) $ 2,586,924 The net carrying amount of the equity component of the Convertible Notes as of December 31, 2020 were as follows (in thousands): Amount allocated to conversion option Less: allocated issuance costs Equity component, net December 31, 2020 2027 Convertible Notes $ 111,000 $ ( 1,793 ) $ 109,207 2026 Convertible Notes 87,000 ( 1,405 ) 85,595 2025 Convertible Notes 154,600 ( 2,342 ) 152,258 2023 Convertible Notes 155,250 ( 1,231 ) 154,019 2022 Convertible Notes 1,674 ( 45 ) 1,629 Total $ 509,524 $ ( 6,816 ) $ 502,708 124 The Company recognized interest expense on the Notes as follows (in thousands, except for percentages): Year Ended December 31, 2021 2020 2019 Contractual interest expense $ 44,141 $ 6,078 $ 5,108 Amortization of debt discount and issuance costs (i) 9,823 67,979 39,139 Total $ 53,964 $ 74,057 $ 44,247 (i) Upon adoption of ASU No. 2020-06, the debt discount associated with the equity component on convertible debt outstanding was reversed which resulted in a decrease in the amount of non-cash interest expense to be recognized going forward. Prior to the adoption of ASU No. 2020-06, the effective interest rate for the 2027 Convertible Notes, 2026 Convertible Notes, 2025 Convertible Notes, 2023 Convertible Notes, and 2022 Convertible Notes was 3.66 %, 3.35 %, 3.81 %, 4.69 % and 5.34 %, respectively. After the adoption of ASU No. 2020-06, the effective interest rates for the 2027 Convertible Notes, 2026 Convertible Notes, 2025 Convertible Notes, 2023 Convertible Notes, and 2022 Convertible Notes are 0.30 %, 0.49 %, 0.43 %, 0.66 %, and 0.93 %, respectively. Convertible Note Hedge and Warrant Transactions In connection with the offering of the 2027 Convertible Notes, the Company entered into convertible note hedge transactions ("2027 convertible note hedges") with certain financial institution counterparties ("2027 Convertible Notes Counterparties") whereby the Company has the option to purchase a total of approximately 1.92 million shares of its Class A common stock at a price of approximately $ 299.13 per share. The total cost of the 2027 convertible note hedge transactions was $ 104.3 million. In addition, the Company sold warrants ("2027 warrants") to the 2027 Convertible Notes Counterparties whereby the 2027 Convertible Notes Counterparties have the option to purchase a total of 1.92 million shares of the Company’s Class A common stock at a price of approximately $ 414.18 per share for the 2027 warrants. The Company received $ 68.0 million in cash proceeds from the sale of the 2027 warrants. Taken together, the purchase of the 2027 convertible note hedges and sale of the 2027 warrants are intended to reduce dilution from the conversion of the 2027 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2027 Convertible Notes, as the case may be, and to effectively increase the overall conversion price from approximately $ 299.13 per share to approximately $ 414.18 per share for the 2027 warrants. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the 2027 convertible note hedges and 2027 warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not re-measured each reporting period. The net costs incurred in connection with the 2027 convertible note hedges and 2027 warrant transactions were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets. In connection with the offering of the 2026 Convertible Notes, the Company entered into convertible note hedge transactions ("2026 convertible note hedges") with certain financial institution counterparties ("2026 Convertible Notes Counterparties") whereby the Company has the option to purchase a total of approximately 1.92 million shares of its Class A common stock at a price of approximately $ 299.13 per share. The total cost of the 2026 convertible note hedges was $ 84.6 million. In addition, the Company sold warrants ("2026 warrants") to the 2026 Convertible Notes Counterparties whereby the 2026 Convertible Notes Counterparties have the option to purchase a total of 1.92 million shares of the Company’s Class A common stock at a price of approximately $ 368.16 per share for the 2026 warrants. The Company received $ 64.6 million in cash proceeds from the sale of the 2026 warrants. Taken together, the purchase of the 2026 convertible note hedges and sale of the 2026 warrants are intended to reduce dilution from the conversion of the 2026 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2026 Convertible Notes, as the case may be, and to effectively increase the overall conversion price from approximately $ 299.13 per share to approximately $ 368.16 per share for the 2026 warrants. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the 2026 convertible note hedges and 2026 warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the 2026 convertible note hedges and 2026 warrants were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets. 125 In connection with the offering of the 2025 Convertible Notes, the Company entered into convertible note hedge transactions ("2025 convertible note hedges") with certain financial institution counterparties ("2025 Convertible Notes Counterparties") whereby the Company has the option to purchase a total of approximately 8.26 million shares of its Class A common stock at a price of approximately $ 121.01 per share. The total cost of the 2025 convertible note hedges was $ 149.2 million. In addition, the Company sold warrants ("2025 warrants") to the 2025 Convertible Notes Counterparties whereby the 2025 Convertible Notes Counterparties have the option to purchase a total of 8.26 million shares of the Company’s Class A common stock at a price of approximately $ 161.34 per share. The Company received $ 99.5 million in cash proceeds from the sale of the 2025 warrants. Taken together, the purchase of the 2025 convertible note hedges and sale of the 2025 warrants are intended to reduce dilution from the conversion of the 2025 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2025 Convertible Notes, as the case may be, and to effectively increase the overall conversion price from approximately $ 121.01 per share to approximately $ 161.34 per share. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the 2025 convertible note hedges and 2025 warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the 2025 convertible note hedges and 2025 warrants were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets. In connection with the offering of the 2023 Convertible Notes, the Company entered into convertible note hedge transactions ("2023 convertible note hedges") with certain financial institution counterparties ("2018 Counterparties") whereby the Company has the option to purchase a total of approximately 11.1 million shares of its Class A common stock at a price of approximately $ 77.85 per share. The total cost of the 2023 convertible note hedges was $ 172.6 million. In addition, the Company sold warrants ("2023 warrants") to the 2018 Counterparties whereby the 2018 Counterparties have the option to purchase a total of 11.1 million shares of the Company’s Class A common stock at a price of approximately $ 109.26 per share. The Company received $ 112.1 million in cash proceeds from the sale of the 2023 warrants. Taken together, the purchase of the 2023 convertible note hedges and sale of the 2023 warrants are intended to reduce dilution from the conversion of the 2023 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2023 Convertible Notes, as the case may be, and to effectively increase the overall conversion price from approximately $ 77.85 per share to approximately $ 109.26 per share. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the 2023 convertible note hedges and 2023 warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the 2023 convertible note hedges and 2023 warrants were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets. The Company also exercised a pro-rata portion of the 2023 convertible note hedges to offset the shares of the Company's Class A common stock issued to settle the conversion of the 2023 Convertible Notes. The Company has received 2.0 million shares of the Company's Class A common stock from the 2018 Counterparties, all of which was received in the twelve months ended December 31, 2021 In connection with the offering of the 2022 Convertible Notes, the Company entered into convertible note hedge transactions ("2022 convertible note hedges") with certain financial institution counterparties ("2017 Counterparties") whereby the Company has the option to purchase a total of approximately 19.2 million shares of its Class A common stock at a price of approximately $ 22.95 per share. The total cost of the 2022 convertible note hedge transactions was $ 92.1 million. In addition, the Company sold warrants ("2022 warrants") to the 2017 Counterparties whereby the 2017 Counterparties have the option to purchase a total of 19.2 million shares of the Company’s Class A common stock at a price of approximately $ 31.18 per share. The Company received $ 57.2 million in cash proceeds from the sale of the 2022 warrants. Taken together, the purchase of the 2022 convertible note hedges and sale of the 2022 warrants are intended to reduce dilution from the conversion of the 2022 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2022 Convertible Notes, as the case may be, and to effectively increase the overall conversion price from approximately $ 22.95 per share to approximately $ 31.18 per share. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the 2022 convertible note hedges and 2022 warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the 2022 convertible note hedges and 2022 warrants were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets. The Company has exercised a pro-rata portion of the 2022 convertible note hedges to offset the shares of the Company's Class A common stock issued to settle the conversion of the 2022 Convertible Notes discussed above. The 2022 convertible note hedges were net share settled, and as of December 31, 2021, the Company has received 14.9 million shares of the Company's Class A common stock from the 2017 Counterparties, of which 5.5 million was received in the twelve months ended December 31, 2021. 126 NOTE 14 - INCOME TAXES The domestic and foreign components of income (loss) before income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ 417,356 $ 369,016 $ 456,335 Foreign ( 259,894 ) ( 153,049 ) ( 78,122 ) Income before income taxes $ 157,462 $ 215,967 $ 378,213 The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ 201 $ — $ 114 State 3,186 4,016 930 Foreign 5,684 6,862 3,099 Total current provision for income taxes 9,071 10,878 4,143 Deferred: Federal ( 1,463 ) ( 970 ) ( 777 ) State ( 524 ) ( 231 ) ( 399 ) Foreign ( 8,448 ) ( 6,815 ) ( 200 ) Total deferred provision for income taxes ( 10,435 ) ( 8,016 ) ( 1,376 ) Total provision (benefit) for income taxes $ ( 1,364 ) $ 2,862 $ 2,767 The following is a reconciliation of the statutory federal income tax rate to the Company's effective tax rate: Balance at December 31, 2021 2020 2019 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 0.6 0.3 0.1 Foreign rate differential 10.4 4.0 1.4 Other non-deductible expenses 5.4 2.7 0.5 Credits ( 83.9 ) ( 34.6 ) ( 13.9 ) Other items 1.6 2.2 ( 0.5 ) Change in valuation allowance 290.4 153.9 34.9 Share-based compensation ( 275.0 ) ( 155.4 ) ( 45.8 ) Change in uncertain tax positions 5.0 2.3 0.5 Sale of Caviar business line — — 1.2 Non-deductible executive compensation 5.9 3.6 0.6 Non-deductible acquisition-related costs 5.9 1.3 0.7 Intercompany transactions 3.8 — — Cancellation of debt income 8.0 — — Total ( 0.9 ) % 1.3 % 0.7 % 127 The tax effects of temporary differences and related deferred tax assets and liabilities are as follows (in thousands): Balance at December 31, 2021 2020 Deferred tax assets: Capitalized costs $ 12,409 $ 17,994 Accrued expenses 62,707 47,653 Net operating loss carryforwards 1,276,561 962,069 Tax credit carryforwards 378,682 254,789 Share-based compensation 50,431 40,784 Deferred interest 34,475 13,800 Other 7,740 — Operating lease liability 111,099 107,542 Cryptocurrency investment 17,600 — Deferred consideration 11,266 — Convertible notes 70,316 277 Total deferred tax assets 2,033,286 1,444,908 Valuation allowance ( 1,887,111 ) ( 1,238,010 ) Total deferred tax assets, net of valuation allowance 146,175 206,898 Deferred tax liabilities: Property, equipment and intangible assets ( 31,775 ) ( 12,784 ) Indefinite-lived intangibles ( 867 ) ( 352 ) Other — ( 1,392 ) Unrealized gain on investments ( 4,712 ) ( 73,425 ) Operating lease right-of-use asset ( 108,747 ) ( 111,167 ) Total deferred tax liabilities ( 146,101 ) ( 199,120 ) Net deferred tax assets (liabilities) $ 74 $ 7,778 Realization of deferred tax assets is dependent upon the generation of future taxable income, the timing and amount of which are uncertain. Due to the history of tax losses generated in the U.S. and certain foreign jurisdictions, the Company believes that it is more likely than not that its deferred tax assets in these jurisdictions will not be realized as of December 31, 2021. Accordingly, the Company retained a full valuation allowance on its deferred tax assets in these jurisdictions. The amount of deferred tax assets considered realizable in future periods may change as management continues to reassess the underlying factors it uses in estimating future taxable income. The valuation allowance increased by approximately $ 649.1 million and $ 378.4 million during the years ended December 31, 2021, and 2020, respectively. As of December 31, 2021, the Company had $ 4,487.1 million of federal, $ 5,105.2 million of state, and $ 976.9 million of foreign net operating loss carryforwards, which will begin to expire in 2031 for federal and 2022 for state tax purposes. The foreign net operating loss carryforwards will begin to expire in 2023. As of December 31, 2021, the Company had $ 299.0 million of federal and $ 182.4 million of state research credit carryforwards. The federal credit carryforward will begin to expire in 2029 and the state credit carryforward has no expiration date. Utilization of the net operating loss carryforwards and credits may be subject to annual limitations due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before they are able to be utilized. The Company does not expect any previous ownership changes, as defined under Section 382 and 383 of the Internal Revenue Code, to result in an ultimate limitation that will materially reduce the total amount of net operating loss carryforwards and credits that can be utilized. As of December 31, 2021, the Company had unrecognized tax benefits of $ 448.4 million, of which $ 35.4 million would impact the annual effective tax rate if recognized and the remainder of which would result in a corresponding adjustment to the valuation allowance. 128 A reconciliation of the beginning and ending amount of unrecognized tax benefit is presented below (in thousands): Year Ended December 31, 2021 2020 2019 Balance at the beginning of the year $ 295,182 $ 217,574 $ 198,540 Gross increases and decreases related to prior period tax positions 6,552 ( 2,615 ) ( 11,571 ) Gross increases and decreases related to current period tax positions 124,238 77,235 30,676 Reductions related to lapse of statute of limitations — ( 49 ) ( 149 ) Gross increases related to acquisitions 22,420 3,037 78 Balance at the end of the year $ 448,392 $ 295,182 $ 217,574 The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. The Company had total accrued interest and penalties of $ 7.8 million, $ 1.4 million, and $ 0.5 million related to uncertain tax positions for the years ended December 31, 2021, 2020, and 2019, respectively. It is reasonably possible that over the next 12-month period the Company may experience a decrease in its unrecognized tax benefits as a result of tax examinations or lapses of statute of limitations. The estimated decrease in unrecognized tax benefits may range up to $ 10.8 million. The Company is subject to taxation in the United States and various state and foreign jurisdictions. The Company is currently under examination in California for tax years 2013, 2014, and 2016 and in Texas for tax years 2015-2019. The Company’s various tax years starting with 2009 to 2020 remain open in various taxing jurisdictions. As of December 31, 2021, the Company has not provided deferred U.S. income taxes or foreign withholding taxes on temporary differences resulting from earnings for certain non-U.S. subsidiaries, which are permanently reinvested outside the U.S. Cumulative undistributed earnings for these non-U.S. subsidiaries as of December 31, 2021 are $ 0.1 million. NOTE 15 - STOCKHOLDERS' EQUITY Convertible Preferred Stock As of December 31, 2021, the Company is authorized to issue 100,000,000 shares of preferred stock, with a $ 0.0000001 par value. No shares of preferred stock are outstanding as of December 31, 2021. Common Stock The Company has authorized the issuance of Class A common stock and Class B common stock. Holders of the Company's Class A common stock and Class B common stock are entitled to dividends when, as and if, declared by the Company's board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2021, the Company did not declare any dividends. Holders of shares of Class A common stock are entitled to one vote per share, while holders of shares of Class B common stock are entitled to ten votes per share. Shares of the Company's Class B common stock are convertible into an equivalent number of shares of its Class A common stock and generally convert into shares of its Class A common stock upon transfer. The holders of Class A common stock and Class B common stock have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. Class A common stock and Class B common stock are referred to as "common stock" throughout these Notes to the Consolidated Financial Statements, unless otherwise noted. As of December 31, 2021, the Company was authorized to issue 1,000,000,000 shares of Class A common stock and 500,000,000 shares of Class B common stock, each with a par value of $ 0.0000001 per share. As of December 31, 2021, there were 403,237,209 shares of Class A common stock and 61,706,578 shares of Class B common stock outstanding. Options and awards granted following the Company's November 2015 initial public offering are related to underlying Class A common stock. Additionally, holders of Class B common stock are able to convert such shares into Class A common stock. 129 Warrants In conjunction with the 2022 Convertible Notes offering, the Company sold the 2022 warrants whereby the counterparties have the option to purchase a total of approximately 19.2 million shares of the Company’s Class A common stock at a price of $ 31.18 per share, and expire on June 1, 2022. None of the warrants were exercised as of December 31, 2021. In conjunction with the 2023 Convertible Notes offering, the Company sold the 2023 warrants whereby the counterparties have the option to purchase a total of approximately 11.1 million shares of the Company’s Class A common stock at a price of $ 109.26 per share, and expire on August 15, 2023. None of the warrants were exercised as of December 31, 2021. In conjunction with the 2025 Convertible Notes offering, the Company sold the 2025 warrants whereby the counterparties have the option to purchase a total of approximately 8.3 million shares of the Company’s Class A common stock at a price of $ 161.34 per share, and expire on June 1, 2025. None of the warrants were exercised as of December 31, 2021. In conjunction with the 2026 Convertible Notes offering, the Company sold the 2026 warrants whereby the counterparties have the option to purchase a total of approximately 1.9 million shares of the Company’s Class A common stock at a price of $ 368.16 per share, and expire on August 1, 2026. None of the warrants were exercised as of December 31, 2021. In conjunction with the 2027 Convertible Notes offering, the Company sold the 2027 warrants whereby the counterparties have the option to purchase a total of approximately 1.9 million shares of the Company’s Class A common stock at a price of $ 414.18 per share, and expire on February 1, 2028. None of the warrants were exercised as of December 31, 2021. Indemnification Arrangements During the year ended December 31, 2019, the Company received 20,793 shares of its common stock, respectively, that were forfeited back to the Company as indemnification against liabilities related to certain acquired businesses preacquisition matters. The receipt of the forfeited shares was accounted for as equity repurchases. The Company received no shares related to indemnification arrangements in the years ended December 31, 2021 and 2020. Conversion of Convertible Notes and Exercise of Convertible Note Hedges In connection with the conversion of certain of the 2022 Convertible Notes, the Company issued 16.5 million shares of Class A common stock, of which 0.4 million shares were issued in the year ended December 31, 2021. The Company also exercised a pro-rata portion of the 2022 convertible note hedges and received 14.9 million shares of Class A common stock from the counterparties to offset the shares issued, of which 5.5 million shares were received in the year ended December 31, 2021. In connection with the conversion of the 2023 Convertible Notes, the Company issued 5.2 million shares of Class A common stock during the twelve months ended December 31, 2021. The Company also exercised a pro-rata portion of the 2023 convertible note hedges and received 2.0 million shares of Class A common stock from the 2018 Counterparties to offset the shares issued as of December 31, 2021. Stock Plans The Company maintains two share-based employee compensation plans: the 2009 Stock Plan (2009 Plan) and the 2015 Equity Incentive Plan (2015 Plan). The 2015 Plan serves as the successor to the 2009 Plan. The 2015 Plan became effective as of November 17, 2015. Outstanding awards under the 2009 Plan continue to be subject to the terms and conditions of the 2009 Plan. Since November 17, 2015, no additional awards have been nor will be granted in the future under the 2009 Plan. 130 Under the 2015 Plan, shares of the Company's Class A common stock are reserved for the issuance of incentive and nonstatutory stock options (ISOs and NSOs, respectively), restricted stock awards (RSAs), restricted stock units (RSUs), performance shares, and stock bonuses to qualified employees, directors, and consultants. The awards must be granted at a price per share not less than the fair market value at the date of grant. Initially, 30,000,000 shares were reserved under the 2015 Plan and any shares subject to options or other similar awards granted under the 2009 Plan that expire, are forfeited, are repurchased by the Company or otherwise terminate unexercised will become available under the 2015 Plan. The number of shares available for issuance under the 2015 Plan has been and will be increased on the first day of each fiscal year, in an amount equal to the least of (i) 40,000,000 shares, (ii) 5 % of the outstanding shares on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the administrator of the Plan. The administrator consists of the Board of Directors who then delegates the responsibilities to the Compensation Committee. As of December 31, 2021, the total number of shares subject to stock options, RSAs and RSUs outstanding under the 2015 Plan was 6,447,775 shares, and 118,149,752 shares were available for future issuance. Under the 2009 Plan, shares of common stock are reserved for the issuance of ISOs or NSOs to eligible participants. The options may be granted at a price per share not less than the fair market value at the date of grant. Options granted generally vest over a 4 year term from the date of grant, at a rate of 25 % after one year , then monthly on a straight-line basis thereafter. Generally, options granted are exercisable for up to 10 years from the date of grant. The Plan allows for early exercise of employee stock options whereby the option holder is allowed to exercise prior to vesting. Any unvested shares are subject to repurchase by the Company at their original exercise prices. As of December 31, 2021, the total number of shares subject to stock options, RSAs, and RSUs outstanding under the 2009 Plan was 15,690,278 shares. A summary of stock option activity for the year ended December 31, 2021 is as follows (in thousands, except share and per share data): Number of Stock Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance at December 31, 2020 13,630,882 $ 17.84 3.84 $ 2,723,394 Granted 198,771 255.22 Exercised ( 4,900,413 ) 12.33 Forfeited ( 13,140 ) 67.50 Balance at December 31, 2021 8,916,100 $ 26.09 3.89 $ 1,226,105 Options exercisable as of December 31, 2021 7,769,686 $ 16.58 3.30 $ 1,129,046 Aggregate intrinsic value represents the difference between the Company’s estimated fair value of its common stock and the exercise price of outstanding, “in-the-money” options. Aggregate intrinsic value for stock options exercised for the years ended December 31, 2021, 2020, and 2019 was $ 1.1 billion, $ 1.2 billion, and $ 616.3 million, respectively. The total weighted average grant-date fair value of options granted was $ 131.57 , $ 27.04 and $ 30.58 per share for the years ended December 31, 2021, 2020 and 2019, respectively. 131 Restricted Stock Activity The Company issues RSAs and RSUs under the 2015 Plan, which typically vest over a term of four years . Activity related to RSAs and RSUs during the year ended December 31, 2021 is set forth below: Number of shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2020 15,622,645 $ 71.71 Granted 5,313,636 247.56 Vested ( 6,708,326 ) 74.97 Forfeited ( 1,006,002 ) 109.48 Unvested as of December 31, 2021 13,221,953 $ 137.86 The total fair value of shares vested in the year ended December 31, 2021, 2020, and 2019 were $ 1.6 billion, $ 817.5 million, and $ 552.9 million, respectively. Employee Stock Purchase Plan On November 17, 2015, the Company’s 2015 Employee Stock Purchase Plan (ESPP) became effective. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15 % of their eligible compensation, (or 25 % for offering periods that commence after November 1, 2019), subject to any plan limitations. The ESPP provides for 12 -month offering periods. The offering periods are scheduled to start on the first trading day on or after May 15 and November 15 of each year. Each offering period includes two purchase periods, which begin on the first trading day on or after November 15 and May 15, and ending on the last trading day on or before May 15 and November 15, respectively. Employees are able to purchase shares at 85 % of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or the last trading day of the purchase period. The number of shares available for sale under the ESPP will be increased annually on the first day of each fiscal year, equal to the least of (i) 8,400,000 shares, (ii) 1 % of the outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year, or (iii) such other amount as determined by the administrator. As of December 31, 2021, 6,301,377 shares had been purchased under the ESPP and 22,378,096 shares were available for future issuance under the ESPP. Share-Based Compensation The fair value of stock options granted was estimated using the following weighted-average assumptions: Year Ended December 31, 2021 2020 2019 Dividend yield — % — % — % Risk-free interest rate 1.08 % 0.41 % 2.37 % Expected volatility 54.91 % 48.29 % 40.48 % Expected term (years) 6.02 6.02 6.02 132 The following table summarizes the effects of share-based compensation on the Company's consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 410 $ 368 $ 155 Product development 446,596 289,553 210,840 Sales and marketing 57,070 36,627 26,720 General and administrative 103,966 70,952 60,148 Total $ 608,042 $ 397,500 $ 297,863 The Company recorded $ 34.9 million, $ 18.2 million, and $ 18.9 million of share-based compensation expense related to the Company's 2015 Employee Stock Purchase Plan during the years ended December 31, 2021, 2020 and 2019, respectively. The Company capitalized $ 15.1 million, $ 13.9 million, and $ 8.2 million of share-based compensation expense related to capitalized software during the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, there was $ 1.7 billion of total unrecognized compensation cost related to outstanding stock options and restricted stock awards that are expected to be recognized over a weighted average period of 2.8 years. 133 NOTE 16 - NET INCOME PER SHARE Basic net income per share is computed by dividing the net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock. In the years when the Company reported a net loss, diluted loss per share is the same as basic loss per share because the effects of potentially dilutive items were anti-dilutive. The following table presents the calculation of basic and diluted net income per share (in thousands, except per share data): Year Ended December 31, 2021 2020 2019 Net income $ 158,826 $ 213,105 $ 375,446 Less: Net loss attributable to noncontrolling interests ( 7,458 ) — — Net income attributable to common stockholders $ 166,284 $ 213,105 $ 375,446 Basic shares: Weighted-average common shares outstanding 458,780 443,773 425,728 Weighted-average unvested shares ( 348 ) ( 647 ) ( 729 ) Weighted-average shares used to compute basic net income per share attributable to common stockholders 458,432 443,126 424,999 Diluted shares: Stock options, restricted stock, and employee stock purchase plan 17,849 23,628 30,645 Convertible senior notes 408 — — Common stock warrants 25,090 15,413 10,432 Weighted-average shares used to compute diluted net income per share attributable to common stockholders 501,779 482,167 466,076 Net income per share attributable to common stockholders: Basic $ 0.36 $ 0.48 $ 0.88 Diluted $ 0.33 $ 0.44 $ 0.81 The following potential common shares were excluded from the calculation of diluted net income per share because their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2021 2020 2019 Stock options, restricted stock, and employee stock purchase plan 7,680 12,509 14,760 Common stock warrants 17,271 22,140 19,820 Convertible senior notes 23,947 25,073 20,305 Total anti-dilutive securities 48,898 59,722 54,885 134 NOTE 17 - RELATED PARTY TRANSACTIONS In July 2019, the Company entered into a lease agreement to lease certain office space located in St. Louis, Missouri, from an affiliate of one of the Company’s co-founders and current member of its board and directors, Mr. Jim McKelvey, under an operating lease agreement as discussed in Note 18, Commitments and Contingencies . The lease commencement date varies by floor beginning in May 2020. The term of the agreement is 15.5 years with total future minimum lease payments over the term of approximately $ 42.7 million. As of December 31, 2021, the Company had recorded right-of-use assets of $ 20.8 million and associated lease liabilities of $ 33.8 million related to this lease arrangement. NOTE 18 - COMMITMENTS AND CONTINGENCIES Operating and Finance Leases The Company’s operating leases are primarily comprised of office facilities, with the most significant leases relating to its offices in San Francisco, Oakland, St. Louis, and New York. The Company's leases have remaining lease terms of 1 year to 15 years, some of which include options to extend for 5 year terms, or include options to terminate the leases within 1 year. None of the options to extend the leases have been included in the measurement of the right of use asset or the associated lease liability. In July 2019, the Company entered into a lease arrangement for 226,185 square feet of office space in St Louis, Missouri, with an affiliate of one of the Company’s co-founders, Mr. Jim McKelvey, who is also a Company stockholder and a member of its board of directors, for a term of 15.5 years with options to extend the lease term for two 5 year terms. The Company also has an option to terminate the lease for up to 50 % of the leased space any time between January 1, 2024 and December 31, 2026, as well as an option to terminate the lease for the entire property on January 1, 2034. Termination penalties specified in the lease agreement will apply if the Company exercises any of the options to terminate the lease. The lease commencement date varies by floor beginning in May 2020 with total future minimum lease payments over the term of approximately $ 42.7 million. Refer to Note 17, Related Party Transactions for further details. There were no finance lease obligations as of December 31, 2021. The components of lease expense for the year ended December 31, 2021 were as follows (in thousands): Year Ended December 31, 2021 2020 Fixed operating lease costs $ 83,136 $ 70,254 Variable operating lease costs 15,568 15,625 Short term lease costs 1,953 6,375 Sublease income ( 12,210 ) ( 8,594 ) Finance lease costs Amortization of finance right-of-use assets — 2,446 Total lease costs $ 88,447 $ 86,106 Other information related to leases was as follows: December 31, 2021 Weighted Average Remaining Lease Term: Operating leases 8.3 years Weighted Average Discount Rate: Operating leases 4 % 135 Cash flows related to leases were as follows (in thousands): Year Ended December 31, 2021 2020 Cash flows from operating activities: Payments for operating lease liabilities $ ( 77,201 ) $ ( 46,901 ) Cash flows from financing activities: Principal payments on finance lease obligation $ — $ ( 2,446 ) Supplemental Cash Flow Data: Right-of-use assets obtained in exchange for operating lease obligations $ 63,290 $ 342,662 Future minimum lease payments under non-cancelable operating leases (with initial lease terms in excess of one year) as of December 31, 2021 are as follows (in thousands): Operating Year: 2022 $ 78,304 2023 77,904 2024 59,612 2025 53,839 2026 46,015 Thereafter 224,498 Total $ 540,172 Less: amount representing interest 76,407 Less: leases executed but not yet commenced — Less: lease incentives and transfer to held for sale 4,721 Total $ 459,044 The Company recognized total rental expenses for operating leases of $ 80.3 million, $ 75.2 million, and $ 32.5 million during the years ended December 31, 2021, 2020, and 2019, respectively. Litigation and regulatory matters The Company is currently subject to, and may in the future be involved in, various litigation matters, legal claims, investigations, and regulatory proceedings. We have received Civil Investigative Demands (“CIDs”) from the Consumer Financial Protection Bureau (“CFPB”), as well as from Attorneys General from multiple states, seeking the production of information related to, among other things, Cash App’s handling of customer complaints and disputes. We are cooperating with the CFPB and the state Attorneys General in connection with these CIDs. During the three months ended December 31, 2021, we accrued a non-material loss reserve in connection with the CFPB CIDs. Given the status of these matters, it is not possible to reliably determine the potential liability, if any, or reliably estimate the range of any potential liability in excess of the accrued amounts, that could result from these investigations. The Company regularly assesses the likelihood of adverse outcomes resulting from litigation and regulatory proceedings and adjusts the financial statements based on such assessments. The eventual outcome of these matters could differ materially from the estimates of loss reserves we have currently accrued in the financial statements. On December 16, 2021, H&R Block, Inc. and HRB Innovations, Inc. (collectively, “HRB”) filed a complaint for trademark infringement against the Company. HRB alleges that the Company’s rebranding to Block, Inc. and use of a green square logo in connection with the Company’s Cash App Taxes product infringe HRB’s registered trademarks and are likely to cause consumer confusion. The Company believes this lawsuit is without merit. 136 In addition, the Company is subject to various legal matters, investigations, claims, and disputes arising in the ordinary course of business. The Company cannot at this time fairly estimate a reasonable range of exposure, if any, of the potential liability with respect to these matters. Although occasional adverse decisions or settlements may occur, the Company does not believe that the final disposition of any of these other matters will have a material adverse effect on its results of operations, financial position, or liquidity. The Company cannot give any assurance regarding the ultimate outcome of these matters, and their resolution could be material to the Company's operating results for any particular period. Other contingencies We are under examination, or may be subject to examination, by several tax authorities. These examinations may lead to proposed adjustments to our taxes or net operating losses with respect to years under examination, as well as subsequent periods. We regularly assess the likelihood of adverse outcomes resulting from tax examinations to determine the adequacy of our provision for direct and indirect taxes. We continue to monitor the progress of ongoing discussions with tax authorities and the effect, if any, on our provision for direct and indirect taxes. We believe that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner not consistent with the Company’s expectations, we could be required to adjust our provision for direct and indirect taxes in the period such resolution occurs. NOTE 19 - SEGMENT AND GEOGRAPHICAL INFORMATION The Company reports its operating segments to reflect the manner in which the Company's CODM reviews and assesses performance. Accordingly, the Company has two reportable segments, which are Square and Cash App. Products and services that are not assigned to a specific reportable segment including but not limited to TIDAL, TBD, and Spiral are aggregated and presented within a general corporate and other category. Disclosures regarding the Company’s reportable segments for prior periods have been adjusted to conform to the current period presentation. Square and Cash App are defined as follows: • Square includes managed payment services, software solutions, hardware, and financial services offered to sellers, excluding those that involve Cash App. • Cash App includes the financial tools available to individuals within the mobile Cash App, including peer-to-peer payments, bitcoin and stock investments. Cash App also includes Cash Card which is linked to customer stored balances that customers can use to pay for purchases or withdraw funds from an ATM. The primary financial measures used by the CODM to evaluate performance and allocate resources are revenue and gross profit. The CODM does not evaluate performance or allocate resources based on segment asset data, and therefore such information is not included. 137 Information on the reportable segments revenue and segment gross profit are as follows (in thousands): Year Ended December 31, 2021 Cash App Square Corporate and Other (i) Total Revenue Transaction-based revenue $ 409,844 $ 4,383,302 $ — $ 4,793,146 Subscription and services-based revenue 1,893,008 664,367 152,356 2,709,731 Hardware revenue — 145,679 — 145,679 Bitcoin revenue 10,012,647 — — 10,012,647 Segment revenue 12,315,499 5,193,348 152,356 17,661,203 Segment gross profit $ 2,070,847 $ 2,316,671 $ 32,305 $ 4,419,823 Year Ended December 31, 2020 Cash App Square Corporate and Other (i) Total Revenue Transaction-based revenue $ 233,747 $ 3,061,231 $ — $ 3,294,978 Subscription and services-based revenue 1,163,096 376,307 — 1,539,403 Hardware revenue — 91,654 — 91,654 Bitcoin revenue 4,571,543 — — 4,571,543 Segment revenue 5,968,386 3,529,192 — 9,497,578 Segment gross profit $ 1,225,578 $ 1,507,831 $ — $ 2,733,409 Year Ended December 31, 2019 Cash App Square Corporate and Other (i) Total Revenue Transaction-based revenue $ 72,865 $ 3,008,209 $ — $ 3,081,074 Subscription and services-based revenue 516,269 369,274 — 885,543 Hardware revenue — 84,505 — 84,505 Bitcoin revenue 516,465 — — 516,465 Segment revenue 1,105,599 3,461,988 — 4,567,587 Segment gross profit $ 457,668 $ 1,390,427 $ — $ 1,848,095 (i) Corporate and other represents results related to products and services that are not assigned to a specific reportable segment. Comparable prior period amounts have not been disclosed as they were not material. The amounts in the tables above exclude the Caviar business, a food ordering and delivery platform business, which was sold in the year ended December 31, 2019. A reconciliation of total segment revenues, as indicated above, to the Company's consolidated revenues is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Total segment revenue $ 17,661,203 $ 9,497,578 $ 4,567,587 Caviar revenue — — 145,913 Total net revenue $ 17,661,203 $ 9,497,578 $ 4,713,500 A reconciliation of total segment gross profit to the Company's income before applicable income taxes is as follows (in thousands): 138 Year Ended December 31, 2021 2020 2019 Total segment gross profit $ 4,419,823 $ 2,733,409 $ 1,848,095 Add: Caviar gross profit — — 41,590 Total reported operating gross profit 4,419,823 2,733,409 1,889,685 Less: Product development 1,399,079 885,681 674,165 Less: Sales and marketing 1,617,189 1,109,670 625,126 Less: General and administrative 983,326 579,203 436,878 Less: Transaction and loan losses 187,991 177,670 126,959 Less: Bitcoin impairment losses 71,126 — — Less: Gain on sale of asset group — — ( 373,445 ) Less: Interest expense, net 33,124 56,943 21,516 Less: Other expense (income), net ( 29,474 ) ( 291,725 ) 273 Income before applicable income taxes $ 157,462 $ 215,967 $ 378,213 Revenue Revenue by geography is based on the addresses of the sellers or customers. The following table sets forth revenue by geographic area (in thousands): Year Ended December 31, 2021 2020 2019 Revenue United States $ 17,077,532 $ 9,186,440 $ 4,472,473 International 583,671 311,138 241,027 Total net revenue $ 17,661,203 $ 9,497,578 $ 4,713,500 No individual country from the international markets contributed in excess of 10% of total revenue for the years ended December 31, 2021, 2020, and 2019. Long-Lived Assets The following table sets forth long-lived assets by geographic area (in thousands): December 31, 2021 2020 Long-lived assets United States $ 1,426,103 $ 1,086,379 International 81,768 58,342 Total long-lived assets $ 1,507,871 $ 1,144,721 Assets by reportable segment were not included, as this information is not reviewed by the CODM to make operating decisions or allocate resources, and is reviewed on a consolidated basis. 139 NOTE 20 - SUPPLEMENTAL CASH FLOW INFORMATION The supplemental disclosures of cash flow information consist of the following (in thousands): Year Ended December 31, 2021 2020 2019 Supplemental Cash Flow Data: Cash paid for interest $ 40,446 $ 3,857 $ 5,677 Cash paid for income taxes 10,041 6,001 2,744 Supplemental disclosures of non-cash investing and financing activities: Right-of-use assets obtained in exchange for operating lease obligations 63,290 342,662 40,555 Purchases of property and equipment in accounts payable and accrued expenses 15,071 ( 3,975 ) ( 419 ) Unpaid business combination purchase price 50,079 8,974 8,411 Non-cash proceeds from sale of asset group — — 100,000 Fair value of common stock issued related to business combination ( 28,735 ) ( 35,318 ) — Recovery of common stock in connection with indemnification settlement agreement — — 789 Fair value of common stock issued to settle the conversion of senior notes ( 1,258,562 ) ( 1,398,829 ) — Fair value of shares received to settle senior note hedges 1,800,933 369,015 — Bitcoin lent to third party borrowers 6,084 — — NOTE 21 - SUBSEQUENT EVENTS The Company completed the acquisition of Afterpay on January 31, 2022 as discussed in Note 8 Acquisitions . On January 28, 2022, the Company entered into a fifth amendment to the Credit Agreement to permit certain existing obligations of Afterpay and its subsidiaries to remain outstanding as of and after the completion of the Afterpay acquisition. On February 23, 2022, the Company entered into a sixth amendment to the Credit Agreement to increase the revolving commitments under the 2020 Credit Facility by $ 100 million to an aggregate principal amount of up to $ 600 million. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.