Block (XYZ) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A214 rewritten80 added92 removed598 unchanged
All filing items1,452 rewritten969 added724 removed1,842 unchanged
Summary
counted, not written
- Item 1A lists 60 risk factor headings: 5 new, 11 reworded and 44 unchanged since FY2021. 5 headings from FY2021 no longer appear.
- Sentence by sentence, 969 added, 724 removed, 1,452 rewritten and 1,842 unchanged across 18 items that differ.
New Item 1A headings (5)
- Disruptions in the cryptocurrency market subject us to additional risks.
- The ongoing integration of Afterpay could disrupt our business and adversely affect our future results of operations.
- Our BNPL platform increases our exposure to consumer defaults, bad transactions, and merchant insolvency.
- The theft, loss, or destruction of private keys required to access the bitcoin we hold on behalf of ourselves and other parties, such as our customers and our trading partners, may be irreversible, and any failure to safeguard such bitcoin could materially and adversely affect our business, operating results, and financial condition.
- Increased scrutiny from investors, regulators, and other stakeholders relating to environmental, social, and governance issues could result in additional costs for us and may adversely impact our reputation.
Removed Item 1A headings (5)
- Our recent acquisition of Afterpay will subject us to liabilities that may exist at Afterpay.
- The failure to integrate our business and Afterpay successfully in the expected time frame would adversely affect our future results.
- BNPL lending subjects us to increased risks related to defaults in consumer repayments of borrowings and risks related to wholesale funding sources.
- The loss or destruction of a private key required to access our bitcoin may be irreversible. If we are unable to access our private keys or if we experience a hack or other data loss relating to the bitcoins we hold on behalf of ourselves and our customers, we and our customers may be unable to access such bitcoins and it could harm customer trust in us and our products.
- The ongoing COVID-19 pandemic and measures intended to prevent its spread may have a material and adverse effect on our business and results of operations.
Reworded Item 1A headings (11)
[removed: As our revenue has increased, our][added: Our] growth rate has slowed at times[removed: in the past]and may slow or decline in the future, and our growth rates in each of our reporting segments may vary. Future revenue growth depends on our ability to retain existing sellers and customers, attract new sellers and customers, and increase sales to both new and existing sellers and customers.- We have generated significant net losses in the past, and we intend to continue to invest
[removed: substantially]in our business. Thus, we may not be able to maintain profitability. - Substantial and increasingly intense competition in our [added: markets and] industry may harm our business.
[removed: Any acquisitions,][added: Acquisitions,] strategic investments,[removed: entries into]new businesses, joint ventures, divestitures, and other transactions [added: we enter into] could fail to achieve strategic objectives, disrupt our ongoing operations or result in operating difficulties, liabilities and expenses, harm our business, and negatively impact our results of operations.[removed: Our acquisition of a majority interest in]TIDAL represents a new line of business for us and subjects us to[removed: new][added: different] risks and uncertainties.- Our participation in government relief programs set up in response to the COVID-19 pandemic, such as facilitating loans to businesses under the Paycheck Protection Program
[removed: or unemployment benefits, stimulus, and child tax credit payments to individuals through Cash App,]may subject us to new risks and uncertainties. - Our TIDAL
[removed: services depend][added: business depends] upon maintaining complex licenses with copyright owners, and it is difficult to estimate the amount payable under our license agreements. - We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs, and our existing credit facility and our senior
[removed: unsecured]notes contain, and any future debt financing may contain, covenants that impact the operation of our business and pursuit of business opportunities. - Our business is subject to complex and evolving regulations and oversight related to privacy, data protection, and
[removed: data][added: information] security. - Assertions by third parties of infringement or other violation by
[removed: TIDAL][added: us] of their intellectual property rights could harm our business. - Our bylaws provide that
[removed: a][added: (1) the Delaware Court of Chancery or another] state court or federal court located within the State of Delaware will be the exclusive forum for substantially all disputes between us and our[removed: stockholders,][added: stockholders and (2) the federal district courts of the U.S. will be the exclusive forum for all causes of action arising under the Securities Act,] which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
214 rewritten, 80 added, 92 removed, 598 unchanged
You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled [removed: “Management’s] [added: *Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operation*s] and our consolidated financial statements and related notes, before making any investment decision with respect to our securities.
[added: The risks and] uncertainties described below may not be the only ones we face.
- our participation in government relief programs set up in response to the COVID-19 [removed: pandemic;][added: pandemic.]
- competition in our [added: markets and] industry;
- any acquisitions, strategic investments, [removed: entries into] new businesses, joint ventures, [removed: divestitures] [added: divestitures,] and other transactions that we may undertake;
- the [removed: successful] [added: ongoing] integration of [removed: our business] [added: Afterpay] with [removed: Afterpay;][added: our business;]
- additional risks [removed: of] [added: related to] our majority interest in TIDAL;
- additional risks of Square Banking relating to the structure of bank partnerships, and FDIC and other regulatory obligations; [removed: and]
- additional risks of Square Loans related to the availability of capital, seller payments, interest rate, deposit insurance premiums, and general macroeconomic [removed: conditions.][added: conditions; and]
- any inability to secure financing on favorable terms, or at all, or [added: comply with] covenants in our existing credit agreement, the indentures, or future agreements;
- our ability to service our [added: debt, including our] convertible notes and our senior notes;
- complex and evolving regulations and oversight related to [removed: privacy and] [added: privacy,] data [removed: protection;][added: protection, and information security;]
- supervision and regulation of Square Financial Services, including the Dodd-Frank Act and its related [removed: regulations'][added: regulations;]
- any inability to protect our intellectual property rights; [removed: and]
- assertions by third parties of infringement of intellectual property rights by [removed: TIDAL.][added: us; and]
- the dual-listing of our Class A common stock on the NYSE and our [removed: CDIs] [added: CHESS Depositary Interests ("CDIs")] on the Australian Securities [removed: Exchange;][added: Exchange ("ASX");]
- anti-takeover provisions contained in our amended and restated certificate of incorporation, our [removed: second] amended and restated bylaws, and provisions of Delaware law; and
The introduction and promotion of new products and services, as well as the promotion of existing products and services, may be partly dependent on our visibility on third-party advertising platforms, such as Google, [removed: Twitter,] [added: Facebook,] or [removed: Facebook.][added: Twitter.]
Harm to our brands can arise from many sources, including failure by us or our partners and service providers to satisfy expectations of service and quality; inadequate protection or misuse of sensitive information; fraud committed by third [added: parties using our products or applications; compliance failures and claims; litigation and other claims; errors caused by us or our partners; and misconduct by our partners, service providers, or other counterparties.]
Any negative publicity about the industries we operate in or our company, the quality and reliability of our products and services, our risk management processes, changes to our products and services, our ability to effectively manage and resolve customer complaints, our privacy, data protection, and information security practices, litigation, regulatory activity, policy positions, and the experience of our customers with [added: us,] our products or services could adversely affect our reputation and the confidence in and use of our products and services.
Our participation in government relief programs set up in response to the COVID-19 pandemic, such as facilitating loans to businesses under the Paycheck Protection Program [removed: or unemployment benefits, stimulus, and child tax credit payments to individuals through Cash App,] may subject us to new risks and uncertainties.
As a participant in the Paycheck Protection Program (“PPP”) administered by the Small Business Administration (“SBA”) and enacted in March 2020 [removed: under the CARES Act] in response to the COVID-19 pandemic, Square Capital provided small businesses two-year or five-year PPP loans.
[removed: As our revenue has increased, our] [added: Our] growth rate has slowed at times [removed: in the past] and may slow or decline in the future, and our growth rates in each of our reporting segments may vary.
Our rate of revenue growth has slowed at times [removed: in the past] and may decline in the future, and it may slow or decline more quickly than we expect for a variety of reasons, including the risks described in this Annual Report on Form 10-K.
Our sellers’ activity with us may decrease for a variety of reasons, including sellers’ level of satisfaction with our products and services, our pricing and the pricing and quality of competing products or services, the effects of [removed: global] economic conditions, or reductions in the aggregate spending of our sellers’ customers.
[added: Growth in transacting actives on Cash App and customers’ level of] engagement with our products and services on Cash App are essential to our success and long-term financial performance.
However, the growth rate of [removed: monthly] transacting actives has fluctuated over time, and it may slow or decline in the future.
A number of factors have affected and could potentially negatively affect Cash App customer growth and engagement, including our ability to introduce new products and services that are compelling to our customers, the [added: impact on our] network [removed: effects] of other customers choosing whether to use Cash App, technical or other problems that affect customer experience, failure to provide sufficient customer support, fraud and scams targeting Cash App customers, and harm to our reputation and brand.
Additionally, the growth rate of Cash App revenue may be distorted by the prices of bitcoin, as bitcoin revenue may increase or decrease due to [added: changes in] the price [removed: of] [added: of, and demand for,] bitcoin and may not correlate to customer or engagement growth rates.
If we are unable to encourage broader use of our [added: products and] services within each [removed: ecosystem] [added: of our ecosystems] by our existing sellers and customers, our growth may slow or stop, and our business may be materially and adversely affected.
We have generated significant net losses in the past, and we intend to continue to invest [removed: substantially] in our business.
As of December 31, [removed: 2021,] [added: 2022,] we had an accumulated deficit of [removed: $28.0] [added: $568.7] million.
We intend to continue to make [removed: significant] investments in our business, including with respect to our employee base; sales and marketing; development of new products, services, and features; acquisitions; infrastructure; expansion of international operations; and general administration, including legal, finance, and other compliance expenses related to our business.
Moreover, businesses we acquire may have different profitability than [removed: us,] [added: our existing business,] which may affect our overall profitability, particularly until we are able to realize expected synergies.
[removed: While we] [added: We] have grown the proportion of revenue from newer products and services [removed: from] [added: in] each of the Cash App and Square segments and we intend to continue to broaden the scope of products and services we [removed: offer, we may not be successful in maintaining or growing our current revenue streams, or deriving any significant new revenue streams from these products and services.][added: offer.]
We cannot assure you that any of our products or services will be widely accepted in any market or that they will continue to grow in [removed: revenue.][added: revenue or contribute to our profitability.]
Our offerings may present new and difficult technological, operational, [removed: regulatory,] [added: and regulatory] risks, and other challenges, and if we experience service disruptions, failures, or other issues, our business may be materially and adversely affected.
For example, [added: some of] our Cash App products are intended to make investing in certain assets, such as bitcoin, stocks, and exchange-traded funds, more accessible.
[added: However, as a result, our customers who use these Cash App products] may experience losses or other financial impacts due to, among other things, market fluctuations in the prices of bitcoin and stocks.
If our customers are adversely affected by such risks, they may cease using [removed: the product or] Cash App altogether and our business, brand, and reputation may be adversely affected.
- risks related to disruptions in the cryptocurrency market;
- risks related to our BNPL platform;
- any failure to safeguard the bitcoin we hold on behalf of ourselves and other parties;
- increased scrutiny from investors, regulators, and other stakeholders relating to environmental, social, and governance issues.
During the year ended December 31, 2022, we generated a net loss of $540.7 million.
For example, prior to its acquisition, Afterpay historically generated net losses.
Partners and influencers with whom we maintain relationships could engage in behavior or use their platforms to communicate directly with our sellers and customers in a manner that reflect poorly on our brands and such behavior or communications may adversely affect us.
Further, negative publicity or commentary regarding the partners and influencers who are, or are perceived to be, affiliated with us may also damage our reputation, even if the negative publicity or commentary is not directly related to us.
However, we may not be successful in maintaining or growing our current revenue, or deriving any significant new revenue streams from these products and services.
Moreover, our customers could attempt to seek compensation from us for their financial investment losses, and those claims, even if unsuccessful, would likely be time-consuming and costly for us to address.
Disruptions in the cryptocurrency market subject us to additional risks.
Recent financial distress in the cryptocurrency market, such as bankruptcies filed by certain cryptocurrency market participants, has increased uncertainty in the global economy.
There is no certainty that the measures we have taken will be sufficient to address the risks posed by the downstream effects of continued financial distress in the cryptocurrency market, and we may experience material and adverse impacts to our business as a result of the global economic impacts of such financial distress, including the loss of customer trust in cryptocurrencies, including bitcoin, and any recession or economic downturn that has occurred or may occur in the future.
The ultimate impact of the financial distress in the cryptocurrency market will depend on future developments, including, but not limited to, the downstream effects of the bankruptcies filed by certain cryptocurrency market participants, its severity, and the actions taken by regulators to address its impact.
If the cryptocurrency environment further deteriorates, our customers may wish to sell their bitcoin at a price or volume that exceeds the market demand for bitcoin, which could cause disruptions in our operations and have a material and adverse effect on our business and financial condition.
If our customers experience losses due to market fluctuations in the prices of bitcoin, they may reduce or cease their use of Cash App and our results of operations may be adversely impacted.
Our investments in bitcoin, our bitcoin ecosystem, and our Cash App feature that permits customers to transact in bitcoin, subject us to additional risks related to any further disruption in the cryptocurrency markets and the resulting impact on customer and investor behavior.
For example, any further deterioration in the cryptocurrency markets may have an adverse effect on our reputation, and any negative perception by our customers of one or more cryptocurrencies may lead to a loss of customer demand for our products and services, any of which could have an adverse impact on our business and financial condition.
We may also suffer a decline in the market price of our Class A common stock due to any negative perception by our customers, investors, or the general public, of cryptocurrencies or the cryptocurrency markets.
The ongoing integration of Afterpay could disrupt our business and adversely affect our future results of operations.
Our ability to benefit from our acquisition of Afterpay depends on the successful integration of Afterpay with our business.
- loss of key employees;
- difficulty in attracting sellers and customers, or a lack of acceptance of our products and services in foreign markets;
Our BNPL platform increases our exposure to consumer defaults, bad transactions, and merchant insolvency.
In addition, if consumers who have purchased products or services using our BNPL platform do not receive the products or services, they may cease payment on their outstanding balances or request a refund on previous payments, and our business may be negatively impacted.
The performance of our BNPL platform depends also on the sales of products and services by retail merchants.
Merchants’ sales may decrease as a result of factors outside of their control, including deteriorating macroeconomic conditions and supply chain disruptions.
If a merchant closes some or all of its locations, ceases its operations, or fails to deliver goods or services to our consumers, the merchant may not be able to reimburse us for chargebacks or refunds or may not be able to repay the funds we have advanced to them, all of which could result in higher charge-off rates than anticipated.
Moreover, if the financial condition of a merchant deteriorates significantly such that the merchant becomes subject to a bankruptcy proceeding, we may not be able to recover any amounts due to us from the merchant, and our financial results would be adversely affected.
For example, we recently made the Square Credit Card available to some of our sellers.
While the vast majority of Square Capital’s PPP loans have been forgiven or guaranteed at this point, Square Capital’s documentation, review, underwriting, and servicing processes could be subject to further scrutiny by the SBA.
For example, in April 2022 we announced that we determined that a former employee downloaded certain reports of our subsidiary Cash App Investing in December 2021 that contained some U.S. customer information without permission after the former employee’s employment ended, as disclosed in our Current Report on Form 8-K filed with the SEC on April 4, 2022.
We have incurred costs related to our investigation and response to this incident, and we could incur other losses, costs, and liabilities in connection with such incident.
Additionally, due to political uncertainty and military actions associated with Russia’s invasion of Ukraine, we and our service providers are vulnerable to heightened risks of security incidents and security and privacy breaches from or affiliated with nation-state actors, including attacks that could materially disrupt our systems, operations, supply chain, products, and services.
We cannot provide assurances that our preventative efforts against such incidents will be successful.
The theft, loss, or destruction of private keys required to access the bitcoin we hold on behalf of ourselves and other parties, such as our customers and our trading partners, may be irreversible, and any failure to safeguard such bitcoin could materially and adversely affect our business, operating results, and financial condition.
We hold bitcoin on behalf of ourselves and other parties such as our customers and our trading partners.
Bitcoin can be accessed by the possessor of the unique cryptographic keys relating to the digital wallet in which the bitcoin is held.
The vast majority of bitcoin we hold for ourselves and our customers is held in offline and air-gapped cold storage.
To facilitate transactions, we hold a small portion of bitcoin in a networked hot wallet.
The risks and
- liabilities that may exist at Afterpay;
- additional risks of BNPL lending;
- any inability to access our private keys required to access our bitcoins or any hack or other data loss relating to the bitcoins we hold;
- the ongoing COVID-19 pandemic and measures intended to prevent its spread;
parties using our products or applications; compliance failures and claims; litigation and other claims; and misconduct by our partners, service providers, or other counterparties.
The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), the Consolidated Appropriations Act, 2021, and the American Rescue Plan Act provided for stimulus funds, called economic impact payments, to individuals, expanded eligibility for unemployment benefits, increased the amount of and extended the period for unemployment insurance benefits, and provided child tax credit payments to qualifying households.
Cash App has been facilitating the payment of such stimulus funds, unemployment benefits, and child tax credit payments by offering account and routing numbers that customers can use to deposit such payments directly into their Cash App accounts and accepting cash-in deposits from prepaid cards issued by state governments.
Cash App has also worked with partner banks to expand direct deposit eligibility for its customers.
The federal programs were set up quickly and under difficult and unprecedented circumstances and the implementation of these programs at the federal, state, and local levels has been complex and difficult, causing them to be more susceptible to fraud, data breaches, technical difficulties, and other new and uncertain risks.
Cash App’s facilitation of unemployment, stimulus, and child tax credit payments exposes us to operational, compliance, reputational, and legal risks, which could result in governmental action, litigation, or other forms of material and adverse loss.
Moreover, as such stimulus measures have ended, growth in new Cash App customers may slow.
In the event that it is determined that a borrower does not qualify for loan forgiveness or if a borrower defaults on its PPP loan, Square Capital is at risk to the extent the SBA may decline to honor its guarantee or to forgive the loan due to documentation or verification errors, failure to follow regulatory requirements, or lack of adherence to underwriting standards.
As a result, Square Capital’s documentation, review, underwriting, and servicing processes will be subject to scrutiny, and we could incur losses if we fail to comply with the SBA documentation and other requirements.
Growth in monthly transacting actives on Cash App and customers’ level of
While we generated net income of $166.3 million, $213.1 million, and $375.4 million for the years ended December 31, 2021, 2020 and 2019, respectively, we have generated significant net losses in the past.
For example, Afterpay has generated net losses in the past.
However, as a result, our customers who use these products
Moreover, our success may depend on our ability to provide products and services that are tailored to specific needs and requirements of our customers.
Our recent acquisition of Afterpay will subject us to liabilities that may exist at Afterpay.
Our recent acquisition of Afterpay may pose special risks, including write-offs or restructuring charges, unanticipated costs, and the loss of key employees.
In addition, the acquisition will subject us to liabilities that may exist at Afterpay or may arise in connection with the integration of Afterpay, some of which still may be unknown.
There can be no guarantee that we are aware of all liabilities of Afterpay.
These liabilities, and any additional risks and uncertainties related to the acquisition not currently known to us or that we may currently deem immaterial or unlikely to occur, could negatively impact our business, financial condition and results of operations.
The failure to integrate our business and Afterpay successfully in the expected time frame would adversely affect our future results.
The success of our acquisition of Afterpay will depend, in large part, on our ability to realize the anticipated benefits from combining our business with Afterpay.
Our ability to realize these anticipated benefits depends on the successful integration of our business with Afterpay, which will be complex and time-consuming.
- consolidating corporate and administrative infrastructures;
We will need to continue to rely on the existing TIDAL executive team, as our management team has less experience in the music industry.
- difficulty in attracting a sufficient number of sellers and customers;
- compliance with complex and potentially conflicting and changing laws of jurisdictions where we conduct business, including tax laws;
BNPL lending subjects us to increased risks related to defaults in consumer repayments of borrowings and risks related to wholesale funding sources.
Afterpay uses the Warehouse Facilities to support the funding of purchases by consumers.
Square Loans are unable to repay their loans, the risk of loss in our owned loan portfolio will increase and our business may be adversely affected.
and costs and liability associated with remediation and the implementation of additional security measures and be subject to claims, litigation, regulatory scrutiny, and investigations.
The loss or destruction of a private key required to access our bitcoin may be irreversible.
If we are unable to access our private keys or if we experience a hack or other data loss relating to the bitcoins we hold on behalf of ourselves and our customers, we and our customers may be unable to access such bitcoins and it could harm customer trust in us and our products.
Bitcoins are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet in which the bitcoins are held.
Additionally, we use a third party custodian to store a portion of our bitcoins in an
offline and air-gapped cold storage.
An excerpt. Shown here: 40 of 214 rewritten, 40 of 80 added and 40 of 92 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2022 filing and the FY2021 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
218 rewritten, 199 added, 159 removed, 134 unchanged
The following discussion and analysis should be read in conjunction with the consolidated financial statements and the notes thereto included elsewhere in [removed: this] [added: this*] Annual Report on Form [removed: 10-K.*][added: 10-K *("Form 10-K").*]
*This section of this [removed: Annual Report on] Form 10-K generally discusses fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020.][added: 2021.]
The comparison of the fiscal [removed: 2020] [added: 2021] results with the fiscal [removed: 2019] [added: 2020] results that are not included in this [removed: Annual Report on] Form 10-K can be found in the "Management's Discussion and Analysis Results of Operations" section in the Company's fiscal [removed: 2020] [added: 2021] Annual Report [removed: on] [added: within] Part II, Item 7 of Form 10-K, filed on February [removed: 23, 2021.*][added: 24, 2022.*]
These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under [removed: “Risk Factors” and elsewhere in this Annual Report on Form 10-K.][added: Item 1A.]
On December 1, 2021, we changed our name [added: as a corporate entity] from [removed: Square] [added: Square, Inc.] to [removed: Block.][added: Block, Inc. (together with its subsidiaries, "Block").]
We started Block with the Square ecosystem in February 2009 to enable businesses [removed: (sellers)] [added: ("sellers")] to accept card payments, an important capability that was previously inaccessible to many businesses.
However, sellers need [removed: many] [added: a variety of] solutions to thrive, and we have expanded to provide them additional products and services and to give them access to a cohesive ecosystem of tools to help them manage and grow their businesses.
Similarly, with Cash App, we have built an ecosystem of financial [added: products and] services to help individuals manage their money.
We also added [removed: TIDAL,] [added: TIDAL] and TBD as businesses to contribute to our purpose of economic empowerment.
[removed: Our] Square [removed: ecosystem] is a cohesive commerce ecosystem that helps sellers start, [removed: run] [added: run,] and grow their businesses, and consists of [removed: over] [added: more than] 30 distinct software, hardware, and financial services [removed: products.][added: products that provide cohesive Commerce, Customer Relationship Management, Staff Management, and Banking capabilities.]
We monetize [removed: the majority of] these products through a combination of transaction, subscription, and service fees.
Our [removed: suite of cloud-based software solutions] [added: products] are integrated to create a seamless experience and enable a holistic view of sales, customers, employees, and [removed: locations.][added: finances.]
[removed: We also provide hardware to facilitate commerce for sellers, which] [added: Hardware revenue] includes [added: revenue from sales of] magstripe readers, contactless and chip readers, Square Stand, Square Register, Square Terminal, and third-party peripherals.
We have grown rapidly to serve millions of sellers that represent a diverse set of industries [removed: (including] [added: including] services, food-related [removed: business,] [added: businesses,] and retail [removed: businesses)] [added: businesses;] and sizes, ranging from [added: sole proprietors, such as] a single vendor at a farmers’ [removed: market] [added: market,] to multi-location [added: enterprise] businesses.
Square sellers also span geographies, including the United States, Canada, Japan, Australia, [added: New Zealand,] the United Kingdom, Ireland, [removed: France] [added: France,] and Spain.
[removed: purchases with their] Cash [removed: Card,] [added: App Card offers Cash App customers the ability to use their stored funds via] a Visa prepaid card that is linked to the balance [removed: stored] [added: the customer stores] in Cash App.
Refer to Note [removed: 8, *Acquisitions,* of] [added: 9, *Acquisitions* within] Notes to the [removed: Condensed] Consolidated Financial Statements for further details.
[removed: Revenue][added: *Hardware Revenue*]
[removed: *Transaction-based revenue.*] We charge our sellers a transaction fee that is generally calculated based on a percentage of the total transaction amount processed.
Cash App subscription and services-based revenue is primarily comprised of transaction fees from [removed: both] Cash App Instant [removed: Deposit] [added: Deposit, Cash App Card,] and [added: other] Cash [removed: Card.][added: App financial services offerings.]
Instant Deposit is a functionality within the Cash App and our managed payment solutions that enables [removed: customers] [added: customers, including individuals and sellers,] to instantly deposit funds into their bank [removed: accounts, while Cash Card offers Cash App customers the ability use their stored funds via a Visa prepaid card that is linked to the balance the customer stores in Cash App.][added: accounts.]
We charge [added: the customer] a per transaction fee [removed: which we recognize as revenue] when [removed: customers] [added: they] instantly deposit funds to their bank [removed: account, use their Cash Card to make a purchase,] [added: account] or withdraw [removed: funds.][added: funds from an ATM.]
TIDAL primarily generates revenue from subscriptions to [removed: 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 [removed: store, for which the Company charges a monthly fee which is recognized ratably as revenue as the service is provided.][added: store.]
[removed: *Hardware revenue.*] Hardware [removed: revenue includes revenue from sales] [added: costs consist primarily] of [added: product costs associated with magstripe readers,] contactless and chip readers, Square Stand, Square Register, Square Terminal, and third-party peripherals.
Third-party peripherals include cash drawers, receipt printers, [added: scales,] and barcode scanners, all of which can be integrated with Square Stand, Square Register, or Square Terminal to provide a comprehensive point-of-sale solution.
[removed: *Bitcoin revenue.*] Our Cash App customers have the ability to purchase bitcoin, a cryptocurrency.
[removed: *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.
[removed: *Subscription and services-based costs.*] Subscription and services-based costs consist primarily of [removed: costs] [added: processing and partnership fees] related to Cash App including Instant Deposit and Cash [removed: Card] [added: App Card, and our BNPL platform,] as well as [removed: Instant Transfer for sellers.][added: costs associated with TIDAL.]
Product costs include manufacturing-related overhead and [removed: personnel] [added: personnel-related] costs, [added: certain royalties,] packaging, and fulfillment costs.
*Bitcoin [removed: costs*.][added: Costs*]
Operating expenses consist of product [removed: development,] [added: development;] sales and [removed: marketing,] [added: marketing;] general and administrative [removed: expenses, transaction and loan losses,] [added: expenses; transaction, loan,] and [added: consumer receivable losses;] bitcoin impairment [removed: losses.][added: losses; and amortization of customer and other acquired intangible assets.]
In the case of sales and marketing expenses, a significant portion is related to the Cash App peer-to-peer transactions and Cash [added: App] Card issuance costs, in addition to paid advertising and personnel-related expenses.
[removed: *Product development.*] Product development expenses currently represent the largest component of our operating expenses and consist primarily of expenses related to our engineering, data science, and design personnel; fees and supply costs related to maintenance at third-party data center facilities; hardware related development and tooling costs; and fees for software licenses, consulting, legal, and other services that are directly related to growing and maintaining our portfolio of products and services.
We continue to focus our product development efforts on adding new features and [added: expanding our] apps, and on enhancing the functionality and ease of use of our offerings.
[removed: *Sales and marketing.*] Sales and marketing expenses are aggregated into two main components.
The second component of sales and marketing [removed: expense] [added: expenses] consists of costs incurred for services, [removed: incentives] [added: incentives,] and other costs that are not directly related to revenue generating transactions that we consider to be marketing costs to encourage the usage of Cash App.
[removed: *General and administrative.*] General and administrative expenses consist primarily of expenses related to our customer support, finance, legal, risk operations, human resources, and administrative personnel.
[removed: We incur loan] [added: Loan] losses [added: relate to Square Loans and Cash App Borrow and are recorded] whenever the amortized cost of [removed: loans that have been retained] [added: a loan] exceeds [removed: their] [added: its] fair value.
Transaction losses include chargebacks for unauthorized credit card use and the inability to collect on disputes between buyers and sellers over the delivery of goods or services, as well as losses on Cash App activity related to peer-to-peer payments sent from a credit card, Cash for Business, and Cash [added: App] Card.
Risk Factors and elsewhere in this Form 10-K.
TIDAL is a global platform for musicians and their fans that uses unique content, experiences, and features to bring fans closer to artists and to provide artists with tools to succeed as entrepreneurs.
TBD is an open developer platform focused on making the decentralized financial world accessible for everyone.
In January 2022, we completed the acquisition of Afterpay Limited ("Afterpay"), a buy now, pay later ("BNPL") platform that facilitates commerce between retail merchants and consumers by allowing its retail merchant clients to offer their customers the ability to buy goods and services on a BNPL basis.
Our products are designed to be self-serve and intuitive to make initial setup and new employee training fast and easy, although we also offer full-service setup and support.
Our open developer platform enables integrations with third-party applications as well.
Cash App provides an ecosystem of financial products and services to help consumers manage their money.
Cash App’s goal is to redefine the world’s relationship with money by making it more relatable, instantly available, and universally accessible.
While Cash App started with the single ability to send and receive money, it now provides an ecosystem of financial services focused on helping consumers make their money go further — whether that's by storing, sending, receiving, spending, or investing their money with Cash App.
We monetize these products through a combination of transaction and service fees.
Cash App has a diverse mix of transacting actives across a range of demographics and regions in the United States, as well as a small presence in Europe.
With the acquisition of Afterpay, we added a BNPL platform to our offerings.
Our BNPL platform is being integrated into the Cash App and Square ecosystems, strengthening the connection between these ecosystems, expanding access to more sellers and customers, increasing Square’s omnichannel platform, and helping drive more commerce between our sellers and customers.
Customers will be able to manage their installments and repayments directly within Cash App, potentially driving increased engagement, while the commerce discovery functionality from the Afterpay app will be integrated with Cash App to help drive lead generation for merchants and customer engagement.
As discussed further in Note 21, *Segment and Geographical Information* within Notes to the Consolidated Financial Statements, the financial results from our BNPL platform have been allocated equally to the Cash App and Square segments.
Afterpay results are included in our financial statements from January 31, 2022, the date of acquisition.
*Transaction-based Revenue*
*Subscription and Services-based Revenue*
Subscription and services-based revenue is primarily comprised of revenue we generate from Cash App, Square Loans (formerly known as Square Capital), our BNPL platform, TIDAL, and various other software as a service (“SaaS”) products that we offer through Square.
Our other SaaS products include subscription fees on our vertical software solutions (including Square for Restaurants, Square Appointments, and Square for Retail), Customer Engagement products (including Square Loyalty, Square Marketing, Square Gift Cards), staff management products (including Square Team Management and Square Payroll), and other products.
We also earn interchange fees when a Cash App Card is used to make a purchase.
These transaction and interchange fees are treated as revenue when charged.
Cash App Borrow, the Company’s first credit product for consumers, allows customers to access short-term loans for a small fee.
The loans are repaid at the end of the loan term and customers may elect to prepay all or a part of the outstanding balance.
If the outstanding balance is not paid when due, late fees in the form of interest may be charged.
The short-term loans are facilitated through a partnership with an industrial bank.
The loans are originated by the bank partner, from whom the Company purchases the loans obtaining all rights, title, and interest.
Net amounts paid to the bank are recorded as the cost of the loans purchased, and amounts collected in excess of the carrying value are recognized as revenue over the life of the loans.
Revenue from our BNPL platform includes fees generated from consumer receivables, late fees, and certain affiliate and advertising fees.
Through the use of our BNPL platform, consumers can pay for their purchases over time by splitting their purchase price generally into three or four installments, typically due in two-week increments, without paying fees (if payments are made on time).
For the majority of our BNPL products, we do not charge consumers interest or fees, other than late fees, which may be charged in certain regions as an incentive to encourage consumers to pay their outstanding balances as and when they fall due.
As of October 2022, we also offer the ability for consumers to pay for larger transaction sizes over a six- or twelve-month period using a monthly payment option, which includes no late fees and no compounding interest with a cap on total interest owed.
With both offerings, we charge customers a monthly fee for those subscription services.
*Bitcoin Revenue*
*Transaction-based Costs*
*Hardware Costs*
Bitcoin costs consist of the amounts we pay to purchase bitcoin that is sold to customers.
These costs fluctuate in line with bitcoin revenue.
*Amortization of Acquired Technology Assets*
Amortization of acquired technology assets is primarily comprised of amortization related to the acquired technology assets from the acquisition of Afterpay.
Block is the name for the company as a corporate entity.
TBD, a bitcoin-focused business was established to build an open developer platform with the goal of making it easy to create non-custodial, permissionless, and decentralized financial services.
With our offerings, a seller can accept payments in person via swipe, dip, or tap of a card, or online via Square Invoices, Square Virtual Terminal, or the seller’s website.
Our Square ecosystem includes Square Banking launched in July 2021 for our U.S. sellers, which consists of a suite of products including Square Savings, Square Checking, and Square Loans (formerly known as Square Capital).
Square Checking is offered through a partner bank, and Square Savings and Square Loans are offered through our wholly-owned subsidiary Square Financial Services, Inc. ("Square Financial Services").
The industrial loan company charter for Square Financial Services was approved by the Federal Deposit Insurance Corporation ("FDIC") on March 1, 2021.
Square Financial Services offers banking services including certain loan and deposit products.
In the second quarter of 2021, we began offering Square Loans in Australia.
Square Savings allows sellers to automatically set aside funds from daily sales into savings accounts that earn interest.
Square Checking provides sellers with an FDIC insured account allowing them instant access to their sales and the ability to use those funds for business expenses using their Square Debit Card, withdraw from an ATM, transfer via ACH, or paying employees via Square Payroll.
Square Loans offers sellers access to business loans based on the seller's payment processing history.
We recognize revenue upon the sale of the loans to third-party investors or over time as the sellers pay down the outstanding amounts for the loans that we hold as available for sale or for investment.
Our Cash App ecosystem provides financial tools for individuals to store, send, receive, spend and invest money.
With Cash App, customers can fund their account with a bank account or debit card, send and receive peer-to-peer payments, add physical cash at participating retailers, deposit mobile checks, and receive direct deposit payments.
Customers can make
Additionally, customers can use Cash App Pay, a checkout option which allows customers to pay using their Cash App account.
With Cash Boost, customers receive instant discounts when they make Cash Card purchases at designated merchants.
Customers can also use their stored funds to buy and sell bitcoin and equity investments within Cash App.
The Cash App ecosystem also includes a tax filing product for individuals, providing a seamless, mobile-first solution for individuals to file their taxes for free.
On January 31, 2022 (February 1, 2022 Australian Eastern Daylight Time), we completed the acquisition of Afterpay Limited (“Afterpay”), a global BNPL platform.
The purchase consideration was comprised of 113,387,895 shares of the Company’s Class A common stock with an aggregate fair value of $13.9 billion based on the closing price of the Company’s Class A common stock on the acquisition date.
In addition, under the terms of acquisition agreement, the Company issued replacement equity awards for outstanding equity awards to Afterpay employees.
On April 30, 2021, we completed the acquisition of a majority ownership interest in TIDAL as detailed in Note 8, *Acquisitions,* of Notes to the Consolidated Financial Statements.
TIDAL is a global music and entertainment platform that brings fans and artists together through unique music, content, and experiences.
The acquisition extends our purpose of economic empowerment to musicians.
On May 20, 2021, we issued an aggregate principal amount of $2.0 billion of senior unsecured notes comprised of $1.0 billion of senior unsecured notes that mature on June 1, 2026 ("2026 Senior Notes") with a 2.75% interest rate, and $1.0 billion of senior unsecured notes that mature on June 1, 2031 ("2031 Senior Notes") with a 3.50% interest rate.
The 2026 Senior Notes and 2031 Senior Notes will mature on each of its respective dates, unless earlier redeemed or repurchased.
Interest on the 2026 Senior Notes and 2031 Senior Notes will be payable semi-annually on June 1 and December 1 of each year beginning on December 1, 2021.
We intend to use the net proceeds from our 2026 Senior Notes and 2031 Senior Notes offerings for general corporate purposes, which may include potential acquisitions and strategic transactions, capital expenditures, investments and working capital.
We participated in two rounds of the Paycheck Protection Program (“PPP”) under the provisions of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act").
These PPP loans are guaranteed by the U.S. government and are eligible for forgiveness if the borrowers meet certain criteria.
As of December 31, 2021, we had facilitated the issuance of $1.5 billion of loans in the aggregate under the program, of which we had sold $399.1 million to an investor.
As of December 31, 2021, approximately $725.9 million in the aggregate of PPP loans had been forgiven by the SBA, of which, $679.6 million was forgiven in the year ended December 31, 2021.
We approved and funded the last remaining PPP applications on May 21, 2021 upon exhaustion of the funds in the program.
To fund some of our PPP loans, we entered into Paycheck Protection Program Liquidity Facility agreements with the Federal Reserve Bank of San Francisco for an aggregate principal amount of up to $1.0 billion.
Borrowings under the facility accrue interest at a rate of 0.35% and advances are collateralized by the same value of the loans originated under the PPP.
The maturity date of any PPPLF advance is the maturity date of the PPP loan pledged to secure the advance, and will be accelerated upon the occurrence of certain events of default.
The advances under the facility are repayable if the associated PPP loans are forgiven, repaid by the customer, or settled by the government guarantee.
As of December 31, 2021, $497.5 million of PPPLF advances were outstanding.
Update on the Impact of COVID-19 on Current Trends and Outlook
An excerpt. Shown here: 40 of 218 rewritten, 40 of 199 added and 40 of 159 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
14 rewritten, 10 added, 5 removed, 15 unchanged
Our marketable equity investments are investments held in [removed: publicly traded] [added: publicly-traded] companies and are measured using quoted prices in active markets which could result in [removed: material] volatility in our [removed: net income] [added: financial results] in future periods.
As of December 31, [removed: 2021,] [added: 2022,] the aggregate carrying value of our non-marketable equity investments included in other non-current assets was [removed: $81.9] [added: $208.9] million.
A hypothetical 10% increase or decrease in the carrying value of our non-marketable equity investments would [added: not] have [removed: resulted in approximately $8.2 million increase or decrease in the value of the investment.][added: a material effect on our financial results.]
Adjustments are recorded in other [removed: expense (income),] [added: (expense) income,] net on the [removed: condensed] consolidated statements of [removed: operations.][added: operations and establish a new carrying value for the investment.]
[removed: Bitcoin] [added: Our investment in bitcoin] is accounted for as an [removed: indefinite lived] [added: indefinite-lived] intangible asset, and thus, is subject to impairment losses if the fair value of bitcoin decreases below the carrying value during the assessed reporting period.
[removed: The Company] [added: We] recorded an impairment charge [added: on our investment in bitcoin] of [removed: $71.1] [added: $46.6] million in the year ended December 31, [removed: 2021] [added: 2022] due to [removed: fluctuations in] the [added: observed] market price of bitcoin [removed: observed] [added: decreasing below the carrying value] during the period.
A hypothetical 10% increase or decrease in the market price of bitcoin [removed: as of December 31, 2021] would [added: not] have [removed: resulted in approximately $37.1 million increase or decrease in the value of the bitcoin investment.][added: a material effect on our financial results.]
Any decreases to the carrying value of bitcoin [removed: assets] [added: investments] are recorded in operating expenses [removed: in] [added: on] the consolidated statements of operations.
Our cash and cash equivalents, and marketable debt securities as of December 31, [removed: 2021,] [added: 2022] were held primarily in cash deposits, money market funds, U.S. government and agency securities, commercial paper, and corporate bonds.
[removed: Any] [added: Our Warehouse Facilities borrowings and any] future borrowings incurred under [removed: our credit facility would] [added: the 2020 Credit Facility both] accrue interest at [removed: a floating rate] [added: variable rates] based on [removed: a formula] [added: formulas] tied to certain market rates at the time of [removed: incurrence (as described above).][added: incurrence.]
A hypothetical [removed: 100 basis point] [added: 10%] increase or decrease in interest rates would not have a material effect on our financial results.
Our foreign operations are denominated in the currencies of the countries in which our operations are located, and may be subject to fluctuations due to changes in foreign currency exchange [removed: rates in the Japanese Yen, Canadian Dollar, Australian Dollar, Euro, British Pound, Chinese Yuan, Swedish Krona, Singapore Dollar, Polish Zloty, and Brazilian Real.][added: rates.]
[added: Our results of operations and cash flows are, therefore, subject to fluctuations] in foreign currency exchange rates [added: and] may cause us to recognize transaction gains and losses [removed: in] [added: on] our [removed: statement of operations.][added: financial statements.]
A [added: hypothetical] 10% increase or decrease in current exchange rates [added: on our financial instruments] would not have a material [removed: impact] [added: effect] on our financial results.
As of December 31, 2022, our marketable equity investments were immaterial.
A hypothetical 10% increase or decrease in the fair value of our marketable equity investments would not have a material effect on our financial results.
As of December 31, 2022, we had made cumulative investments in bitcoin of $220.0 million.
As of December 31, 2022, the cumulative impairment charges to date were $117.7 million and the fair value of the investment in bitcoin was $132.7 million based on observable market prices, which is $30.4 million in excess of our carrying value of $102.3 million after impairment charges.
Our consolidated financial statements are presented in U.S. dollars.
Most of our revenue is earned in U.S. dollars and, subsequent to the acquisition of Afterpay, a portion is earned in Australian Dollars.
From time to time, we use foreign exchange derivative contracts to hedge a portion of our exposure to changes in currency exchange rates, which result from our global operating and financing activities.
We do not use derivative financial instruments for trading or speculative purposes.
Gains and losses from foreign currency transactions, as well as foreign exchange forward contracts, were not significant for the any period presented in the consolidated financial statements included in this Form 10-K.
We did not have any material foreign currency derivatives outstanding as of December 31, 2022.
As of December 31, 2021, we did not have any marketable equity investments.
The Company invested $50.0 million and $170.0 million in bitcoin in the fourth quarter of 2020 and first quarter of 2021, respectively.
As of December 31, 2021, the fair value of the investment in bitcoin was $371.0 million based on observable market prices resulting in $222.1 million in unrecognized gains.
Most of our revenue is earned in U.S. dollars, and therefore our revenue is not subject to significant foreign currency risk.
Fluctuations
Item 1. BUSINESS
135 rewritten, 126 added, 76 removed, 158 unchanged
We have since expanded [removed: our] Square [added: into a cohesive commerce] ecosystem [removed: to provide] [added: that provides] more than 30 distinct products and services to [removed: sellers that] help [removed: them manage] [added: our sellers start, run,] and grow their [removed: business.][added: businesses.]
[removed: Similarly, with] Cash [removed: App, we have built] [added: App provides] an ecosystem of financial [added: products and] services to help [removed: individuals] [added: consumers] manage their money.
Our two reportable segments are Square, formerly referred to as Seller, and Cash App, [removed: reflecting] [added: which reflects] our two primary ecosystems and the [removed: way management and our] [added: manner in which the Company's] chief operating decision maker [removed: (“CODM”) review] [added: ("CODM") reviews] and [removed: assess the performance of our business.][added: assesses performance.]
On December 1, 2021, we changed our [added: corporate] name from [removed: Square] [added: Square, Inc.] to [removed: Block.][added: Block, Inc. (together with its subsidiaries, "Block" or "we").]
The change to Block acknowledges our [added: multidimensional] growth.
Since our start in 2009, we have added Cash App, TIDAL, and TBD as businesses, and the name change [removed: creates] [added: created] room for further growth.
Block is an overarching ecosystem of many businesses united by [removed: their] [added: our] purpose of economic empowerment, and serves many [removed: people—individuals,] [added: people — sellers, consumers,] artists, fans, [removed: developers,] and [removed: sellers.][added: developers.]
These attributes differentiate Square in a fragmented industry that traditionally forces sellers to stitch together products and services from multiple vendors, and [removed: more] often [removed: than not,] rely on inefficient non-digital processes and tools.
Our ability to add new sellers efficiently, help them grow their business, and cross-sell [added: our] products and services has historically led to continued and sustained long-term growth.
While Cash App started with the single ability to send and receive money, it now provides an ecosystem of financial services [removed: that allows individuals to store, send, receive, spend, and invest] [added: focused on helping consumers make] their [removed: money.][added: money go further — whether that's by storing, sending, receiving, spending, or investing their money with Cash App.]
[removed: TIDAL:] In [removed: the second quarter of] 2021, we completed the acquisition of a majority ownership interest in TIDAL, [removed: a global music and entertainment platform that expands] [added: expanding] our purpose of economic empowerment to artists.
TIDAL offers an extensive catalog of more than [removed: 80] [added: 90] million songs and [removed: 350,000] [added: 450,000] high-quality videos.
[added: On January 31, 2022, we completed the acquisition of] Afterpay [added: Limited ("Afterpay”), which] is a global [removed: ‘buy] [added: buy] now, pay [removed: later’] [added: later] ("BNPL") platform that facilitates commerce between retail merchants and [removed: end-customers] [added: consumers] by allowing its retail merchant clients to offer their customers the ability to buy goods and services on a BNPL basis.
[removed: Afterpay] [added: Our BNPL platform] provides [removed: end-customers] [added: consumers] the ability to get desired items now but pay for them [removed: later] [added: later,] while simultaneously helping merchants increase sales and order values.
[removed: Afterpay pays its] [added: We pay] retail [removed: merchant customers] [added: merchants] the full order value [removed: upfront] [added: up front] (less a percentage fee) and [removed: assumes] [added: assume] the risk of non-payment from the [removed: end-customer.][added: consumer.]
[removed: Afterpay operates] [added: - Shop directory: We operate] an online shop directory, which allows consumers to search by product category for stores that offer Afterpay as a payment [removed: option, and offers an Afterpay in-store card for in-person transactions at a merchant’s point of sale.][added: option.]
We [removed: intend to integrate the Afterpay] [added: have been integrating our] BNPL platform into [removed: the] [added: our] Cash App and Square ecosystems, strengthening the connection between these ecosystems, expanding access to more sellers and [removed: customers,] [added: consumers,] and helping drive more commerce between our sellers and [removed: customers.][added: consumers.]
[removed: Afterpay will be] [added: Our BNPL platform has been] integrated into Square’s online and in-person checkout solutions, strengthening Square’s omnichannel platform.
[removed: Customers] [added: Consumers] will be able to manage their installments and repayments directly within Cash App, [removed: potentially driving] [added: with the ability to drive] increased engagement, while the commerce discovery from the Afterpay App will be integrated with Cash App to help drive lead generation for merchants and customer engagement.
[removed: As of December 31, 2021, we had facilitated] [added: This includes] approximately [added: 150,000 loans to small businesses representing more than] $1.5 billion of [removed: PPP loans,] [added: Paycheck Protection Program (“PPP”) loans facilitated in 2020 and 2021,] excluding canceled [removed: loans, providing more than 150,000 loans to small businesses.][added: loans.]
[removed: Our] Square [removed: sellers: Square] sellers represent a diverse range of industries (including services, food-related, and retail businesses) and sizes, ranging from sole proprietors to [removed: multi-national] [added: multinational] businesses.
Square sellers span geographies, including the United States, Canada, Japan, Australia, [added: New Zealand,] the United Kingdom, Ireland, France, and Spain.
We are also increasingly serving mid-market [added: and larger] sellers, which we define as sellers that generate more than $500,000 in annualized [removed: GPV.][added: Square Gross Payment Volume (“Square GPV”).]
[removed: Our ability] [added: We are able] to service mid-market sellers [removed: is] due to our ability to offer more flexible and complex solutions [added: than traditional alternatives,] as well as a growing product suite.
GPV from mid-market sellers represented [removed: 37%] [added: 39%] of Square GPV in the fourth quarter of [removed: 2021,] [added: 2022,] up from [removed: 30%] [added: 37%] in the fourth quarter of [removed: 2020] [added: 2021] and [removed: 28%] [added: 30%] in the fourth quarter of [removed: 2019.][added: 2020.]
For the years ended December 31, [added: 2022,] 2021, [removed: 2020] and [removed: 2019, we had no customer who] [added: 2020, none of our customers] accounted for greater than 5% of [removed: our] [added: Square] GPV or our total net revenue.
The charts below show the percentage mix of our Square GPV by seller industry and seller [removed: size, excluding Cash App] [added: size] for the year ended December 31, [removed: 2021:][added: 2022:]
[removed: ][added: ]
[removed: ][added: ]
[removed: Our Cash App Customers:] As of December [removed: 2021,] [added: 2022,] Cash App had more than [removed: 44] [added: 51] million monthly transacting actives across the United States and [removed: Europe which had at least one financial transaction using any Cash App product or service.][added: Europe.]
In [removed: 2021,] [added: 2022,] across the iOS App Store and Google Play, Cash App was the number one finance app and the number [removed: four] [added: ten] app overall, based on downloads in the United States.
[removed: In] [added: Cash App has a diverse mix of customers, and in] the United States, Cash App had monthly transacting actives in each of the 50 states and nearly every county as of December [removed: 2021.][added: 2022.]
Square [removed: Ecosystem:][added: Ecosystem]
Our Square ecosystem consists of more than 30 distinct software, hardware, and financial services [removed: products.][added: products that provide cohesive Commerce, Customer Relationship Management, Staff Management, and Banking capabilities.]
Our [removed: software is] [added: products are] designed to be self-serve and intuitive to make initial setup and new employee training fast and [removed: easy.][added: easy, although we also offer full-service setup and support.]
Our products are integrated to create a seamless experience and enable a holistic view of sales, customers, employees, and [removed: locations.][added: finances.]
[removed: All point of sale] [added: Most software] products have a free [removed: software] tier [removed: without] [added: (without] a subscription [removed: fee,] [added: fee),] which we monetize only through [removed: payments] transaction [removed: fees.][added: fees on card payments.]
[removed: Among Square's point of sale products, Square Appointments, Square for Retail, and Square for Restaurants] [added: Most software products] also have premium tiers with additional functionality, which we monetize through subscription fees in addition to transaction fees on payments.
- Square Point of Sale is a general purpose point-of-sale [removed: software solution] [added: application] for businesses that need an [removed: easy to use,] [added: easy-to-use,] customizable [removed: point of sale] [added: point-of-sale] solution that adapts [removed: to any] [added: across] business [removed: type] [added: types] and [removed: stage.][added: stages.]
- Square Appointments is [added: a vertical solution tailored] for appointment-based businesses that need a point-of-sale [removed: software solution] [added: application] with integrated booking capabilities.
At Block, we are building an ecosystem of ecosystems, and are focused on creating ecosystems for distinct customer audiences.
We define an ecosystem as a set of tools and services that work together cohesively, often positively reinforcing one another.
An ecosystem helps create a resilient customer relationship as customers can use our tools and services to satisfy multiple needs.
Our ecosystems are united by our shared purpose of economic empowerment.
Square and Cash App have demonstrated the benefits and scale of our ecosystem model.
Emerging Ecosystems
We are also making modest investments in two more nascent and emerging ecosystems related to TIDAL and bitcoin, in order to serve new audiences.
TIDAL Ecosystem
TIDAL is a global platform for musicians and their fans that uses unique content, experiences, and features to bring fans closer to artists and to provide artists with tools to succeed as entrepreneurs.
Bitcoin Ecosystem
Our bitcoin ecosystem includes Spiral, an independent team focused on contributing to bitcoin open source work; TBD, an open developer platform focused on making the decentralized financial world accessible for everyone; and our bitcoin hardware projects, which include a self-custody bitcoin wallet and a bitcoin mining system.
We believe our bitcoin ecosystem can help address inefficiencies in the current financial system, especially with respect to identity and trust.
Our Square Sellers
We define Square GPV as the total dollar amount of all card payments processed by sellers using Square, net of refunds, and ACH transfers.
In the year ended December 31, 2022, more than 4 million sellers used the Square ecosystem to make 4.0 billion individual sales transactions totaling $186.5 billion of Square GPV.
These sales transactions originated from 640 million payment cards, across 264 million buyer profiles.
As of December 31, 2022, there were more than 2 million employees working for Square sellers.
Our Cash App Customers
In 2022, Cash App transacting actives brought more than $203 billion in inflows into Cash App.
Customers can fund their Cash App accounts with inflows in a variety of ways: peer-to-peer transfers, transactions on bitcoin or stocks, cash added from a debit card or bank account into a Cash App balance, and through direct deposits including recurring paychecks or one-time deposits.
In 2022, each Cash App monthly transacting active brought in an average of $358 of inflows in a given month during the year.
A transacting active is a Cash App account that has at least one financial transaction using any product or service within Cash App during the specified period.
Certain of these accounts may share an alias identifier with one or more other transacting active accounts.
This could represent, among other things, one customer with multiple accounts or multiple customers sharing one alias identifier (for example, families).


Our open developer platform enables integrations with third-party applications as well.

Square's commerce products help sellers make sales and track orders, inventory, and fulfillment across in-person and online channels, as well as first-party and third-party channels.
- Square for Retail is a vertical solution tailored for sellers in the retail industry.
- Order Manager allows sellers to manage online orders that originate from Square Online, their own website on another platform, and third-party websites including online marketplaces such as DoorDash.
Order Manager enables tracking open orders, managing prep times and busy times, and marking orders as completed.
It features an integrated contactless and chip reader.
Customers
Square’s Customer capabilities help sellers grow their business.
We typically monetize these products via service and software fees.
- Afterpay drives net new demand to sellers via discovery in the Afterpay app and has historically increased average conversion rates and average transaction sizes for new and existing customers across online and in-store channels.
- Square Loyalty helps sellers keep their buyers coming back.
Buyers that enroll in a Square Loyalty program are twice as likely to be repeat customers and spend 50% more, on average.
- Square Marketing helps sellers drive traffic by sending emails or texts to promote in-store events, new products, last-minute deals, or seasonal offers.
Our purpose of economic empowerment drives the development of all our products and services.
Effective June 30, 2020, we changed the way we reported our results from one operating and reportable segment to two.
Square Ecosystem: Square offers a cohesive commerce ecosystem that helps our sellers start, run, and grow their businesses.
In the year ended December 31, 2021, we processed $152.8 billion of Square Gross Payment Volume ("GPV"), which was generated by more than 3 billion card payments from 526 million payment cards.
At the end of 2021, our Square ecosystem had over 261 million buyer profiles and approximately 366 million items were listed on Square by sellers.
Cash App Ecosystem: Cash App provides an ecosystem of financial products and services to help individuals manage their money.
TIDAL focuses on putting both the artist experience and fan experience at the center of decisions, providing artists direct access to their audience and allowing fans deeper connections to their favorite artists through original, exclusive, and curated content and events.
TBD: In the third quarter of 2021, we launched TBD with a mission to build an open developer platform to make it easier for individuals and businesses to access bitcoin and other blockchain technologies without having to go through an institution.
Spiral: In 2019, we launched Spiral, an independent team solely focused on contributing to bitcoin open source work.
Afterpay: On January 31, 2022, we completed the acquisition of Afterpay Limited ("Afterpay").
Through the use of Afterpay’s BNPL products, end-customers can split their purchases across four installments, generally due in two-
week increments, without paying fees (if payments are made on time).
Apart from capped late payment fees, end-customers do not incur additional fees.
Response to COVID-19
In 2020 and 2021, we made certain focused investments in each of our Square and Cash App ecosystems to help our customers adapt to COVID-19.
For our Square sellers, we provided resources with information and advice.
We eliminated fees for our software products for the months of March and April 2020, as well as certain other months in 2020 and 2021 for markets outside the U.S., and introduced options for sellers to pause subscriptions temporarily based on their circumstances.
We prioritized omnichannel product launches to help sellers transition to serving more of their customers online and through contactless commerce, including curbside pickup and delivery for Square Online and a website for customers to purchase eGift Cards from sellers.
We also temporarily offered our sellers free marketing campaigns to update their buyers on recent changes and to promote their businesses.
As a participant in the Paycheck Protection Program (PPP), we distributed loans to Square sellers.
As of December 31, 2021, approximately $725.9 million in the aggregate of PPP loans had been forgiven by the Small Business Administration, of which, $679.6 million was forgiven in 2021.
We approved and funded the last remaining PPP applications on May 21, 2021 upon exhaustion of the funds in the program.
For our Cash App customers, we published educational materials to help them understand the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") stimulus programs.
We expanded direct deposit access to many of our Cash App customers, allowing customers to direct deposit government funds into their Cash App accounts.
Customers could spend their funds using Cash Card and we adapted certain Boost rewards to pandemic-relevant merchants and categories (e.g. grocery stores) to benefit our customers.
Cash App has a diverse mix of customers.
Software
We offer a growing suite of cloud-based software solutions to help Square sellers more effectively operate and manage their businesses.
Sellers get frequent software updates and upgrades automatically.
Square's software offerings include our Online, Point of Sale, Developer Platform, Customer Relationship Management, and Team Management products.
Square's point of sale products help sellers make sales and track sales, inventory, customers’ purchase histories, and tips.
It is available for both iOS and Android and is pre-installed on Square Register and Square Terminal hardware devices.
It can be used on iOS, Android, or via a web browser.
Square's online products make it easy to sell online and via social media.
When used in conjunction with Square's point of sale products, sellers can offer omnichannel experiences for their customers such as buy online, pickup in store or curbside, and buy online, return in store.
All online products have a free tier without a subscription fee, which we monetize only through transaction fees on payments.
Square Online and Square Invoices also have premium tiers with additional functionality that is monetized via software fees in addition to transaction fees on payments.
- Square Online helps sellers across a range of verticals reach customers in more ways.
We monetize these products via software fees with the exception of Square Contracts, Feedback, and Dashboard which we do not directly monetize.
Team members paid via Square Payroll can also view their pay stubs in the Square Team App.
An excerpt. Shown here: 40 of 135 rewritten, 40 of 126 added and 40 of 76 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2022 filing and the FY2021 filing.
Item 3. LEGAL PROCEEDINGS
0 rewritten, 1 added, 1 removed, 4 unchanged
Refer to Note 20, *Commitments and Contingencies* within Notes to the Consolidated Financial Statements for further information.
For information regarding legal proceedings in which we are involved, see “Litigation and Regulatory Matters” in Note 18 of the accompanying notes to our consolidated financial statements, which is incorporated herein by reference.
Cover and table of contents
32 rewritten, 5 added, 3 removed, 66 unchanged
For the fiscal year ended December 31, [removed: 2021][added: 2022]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of a share of the registrant’s Class A common stock on June 30, [removed: 2021] [added: 2022] as reported by the New York Stock Exchange on such date was approximately [removed: $95.2] [added: $35.5] billion.
As of February [removed: 18, 2022,] [added: 17, 2023,] the number of shares of the registrant’s Class A common stock outstanding was [removed: 518,361,474] [added: 541,390,152] and the number of shares of the registrant's Class B common stock outstanding was [removed: 61,696,578.][added: 60,635,933.]
Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, [removed: 2021.][added: 2022.]
| Item 1. | | | [removed: [Business](#i772f021d216140f1adb78aaa6a272e2a_16)] [added: [Business](#i6ce5ecd617ea4f16843c39db2bfa5659_16)] | | | [removed: [4](#i772f021d216140f1adb78aaa6a272e2a_16)] [added: [4](#i6ce5ecd617ea4f16843c39db2bfa5659_16)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i772f021d216140f1adb78aaa6a272e2a_19)] [added: Factors](#i6ce5ecd617ea4f16843c39db2bfa5659_19)] | | | [removed: [16](#i772f021d216140f1adb78aaa6a272e2a_19)] [added: [23](#i6ce5ecd617ea4f16843c39db2bfa5659_19)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i772f021d216140f1adb78aaa6a272e2a_22)] [added: Comments](#i6ce5ecd617ea4f16843c39db2bfa5659_22)] | | | [removed: [50](#i772f021d216140f1adb78aaa6a272e2a_22)] [added: [61](#i6ce5ecd617ea4f16843c39db2bfa5659_22)] | | |
| Item 2. | | | [removed: [Properties](#i772f021d216140f1adb78aaa6a272e2a_25)] [added: [Properties](#i6ce5ecd617ea4f16843c39db2bfa5659_25)] | | | [removed: [50](#i772f021d216140f1adb78aaa6a272e2a_25)] [added: [61](#i6ce5ecd617ea4f16843c39db2bfa5659_25)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i772f021d216140f1adb78aaa6a272e2a_28)] [added: Proceedings](#i6ce5ecd617ea4f16843c39db2bfa5659_28)] | | | [removed: [50](#i772f021d216140f1adb78aaa6a272e2a_28)] [added: [61](#i6ce5ecd617ea4f16843c39db2bfa5659_28)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i772f021d216140f1adb78aaa6a272e2a_31)] [added: Disclosures](#i6ce5ecd617ea4f16843c39db2bfa5659_31)] | | | [removed: [50](#i772f021d216140f1adb78aaa6a272e2a_31)] [added: [61](#i6ce5ecd617ea4f16843c39db2bfa5659_31)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i772f021d216140f1adb78aaa6a272e2a_37)] [added: Securities](#i6ce5ecd617ea4f16843c39db2bfa5659_37)] | | | [removed: [51](#i772f021d216140f1adb78aaa6a272e2a_37)] [added: [62](#i6ce5ecd617ea4f16843c39db2bfa5659_37)] | | |
| Item 6. | | | [removed: [\[RESERVED\]](#i772f021d216140f1adb78aaa6a272e2a_40)] [added: [\[RESERVED\]](#i6ce5ecd617ea4f16843c39db2bfa5659_40)] | | | [removed: [54](#i772f021d216140f1adb78aaa6a272e2a_40)] [added: [63](#i6ce5ecd617ea4f16843c39db2bfa5659_40)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i772f021d216140f1adb78aaa6a272e2a_43)] [added: Operations](#i6ce5ecd617ea4f16843c39db2bfa5659_43)] | | | [removed: [55](#i772f021d216140f1adb78aaa6a272e2a_43)] [added: [64](#i6ce5ecd617ea4f16843c39db2bfa5659_43)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i772f021d216140f1adb78aaa6a272e2a_67)] [added: Risk](#i6ce5ecd617ea4f16843c39db2bfa5659_64)] | | | [removed: [74](#i772f021d216140f1adb78aaa6a272e2a_67)] [added: [84](#i6ce5ecd617ea4f16843c39db2bfa5659_64)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i772f021d216140f1adb78aaa6a272e2a_70)] [added: Data](#i6ce5ecd617ea4f16843c39db2bfa5659_67)] | | | [removed: [77](#i772f021d216140f1adb78aaa6a272e2a_70)] [added: [87](#i6ce5ecd617ea4f16843c39db2bfa5659_67)] | | |
| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i772f021d216140f1adb78aaa6a272e2a_160)] [added: Disclosure](#i6ce5ecd617ea4f16843c39db2bfa5659_157)] | | | [removed: [140](#i772f021d216140f1adb78aaa6a272e2a_160)] [added: [158](#i6ce5ecd617ea4f16843c39db2bfa5659_157)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i772f021d216140f1adb78aaa6a272e2a_163)] [added: Procedures](#i6ce5ecd617ea4f16843c39db2bfa5659_160)] | | | [removed: [140](#i772f021d216140f1adb78aaa6a272e2a_163)] [added: [158](#i6ce5ecd617ea4f16843c39db2bfa5659_160)] | | |
| Item 9B. | | | [Other [removed: Information](#i772f021d216140f1adb78aaa6a272e2a_166)] [added: Information](#i6ce5ecd617ea4f16843c39db2bfa5659_163)] | | | [removed: [141](#i772f021d216140f1adb78aaa6a272e2a_166)] [added: [159](#i6ce5ecd617ea4f16843c39db2bfa5659_163)] | | |
| Item 9C. | | | [removed: [D](#i772f021d216140f1adb78aaa6a272e2a_1930)[isclosure] [added: [Disclosure] Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i772f021d216140f1adb78aaa6a272e2a_1930)] [added: Inspections](#i6ce5ecd617ea4f16843c39db2bfa5659_166)] | | | [removed: [141](#i772f021d216140f1adb78aaa6a272e2a_1930)] [added: [159](#i6ce5ecd617ea4f16843c39db2bfa5659_166)] | | |
| | | | [PART [removed: III](#i772f021d216140f1adb78aaa6a272e2a_169)] [added: III](#i6ce5ecd617ea4f16843c39db2bfa5659_169)] | | | | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i772f021d216140f1adb78aaa6a272e2a_172)] [added: Governance](#i6ce5ecd617ea4f16843c39db2bfa5659_172)] | | | [removed: [142](#i772f021d216140f1adb78aaa6a272e2a_172)] [added: [160](#i6ce5ecd617ea4f16843c39db2bfa5659_172)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i772f021d216140f1adb78aaa6a272e2a_175)] [added: Compensation](#i6ce5ecd617ea4f16843c39db2bfa5659_175)] | | | [removed: [142](#i772f021d216140f1adb78aaa6a272e2a_175)] [added: [160](#i6ce5ecd617ea4f16843c39db2bfa5659_175)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i772f021d216140f1adb78aaa6a272e2a_178)] [added: Matters](#i6ce5ecd617ea4f16843c39db2bfa5659_178)] | | | [removed: [142](#i772f021d216140f1adb78aaa6a272e2a_178)] [added: [160](#i6ce5ecd617ea4f16843c39db2bfa5659_178)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i772f021d216140f1adb78aaa6a272e2a_181)] [added: Independence](#i6ce5ecd617ea4f16843c39db2bfa5659_181)] | | | [removed: [142](#i772f021d216140f1adb78aaa6a272e2a_181)] [added: [160](#i6ce5ecd617ea4f16843c39db2bfa5659_181)] | | |
| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i772f021d216140f1adb78aaa6a272e2a_184)] [added: Services](#i6ce5ecd617ea4f16843c39db2bfa5659_184)] | | | [removed: [142](#i772f021d216140f1adb78aaa6a272e2a_184)] [added: [160](#i6ce5ecd617ea4f16843c39db2bfa5659_184)] | | |
| | | | [PART [removed: IV](#i772f021d216140f1adb78aaa6a272e2a_187)] [added: IV](#i6ce5ecd617ea4f16843c39db2bfa5659_187)] | | | | | |
| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i772f021d216140f1adb78aaa6a272e2a_190)] [added: Schedules](#i6ce5ecd617ea4f16843c39db2bfa5659_190)] | | | [removed: [143](#i772f021d216140f1adb78aaa6a272e2a_190)] [added: [161](#i6ce5ecd617ea4f16843c39db2bfa5659_190)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i772f021d216140f1adb78aaa6a272e2a_196)] [added: Summary](#i6ce5ecd617ea4f16843c39db2bfa5659_196)] | | | [removed: [146](#i772f021d216140f1adb78aaa6a272e2a_196)] [added: [164](#i6ce5ecd617ea4f16843c39db2bfa5659_196)] | | |
[removed: SPECIAL] [added: CAUTIONARY] NOTE REGARDING FORWARD-LOOKING STATEMENTS
Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to, statements about our future financial [removed: performance, the impact of the COVID-19 pandemic] and [removed: related public health measures on our business, customers, and employees,] [added: operating performance,] our expectations regarding transaction and loan losses, the adequacy of our allowance for loan losses on loans held for investment, or increased delinquencies, and the impact of inaccurate estimates or inadequate reserves, our potential exposure as a participant in the Paycheck Protection Program ("PPP"), our anticipated growth and growth strategies and our ability to effectively manage that growth, our ability to invest in and develop our products and services to operate with changing technology, the expected benefits of our products to our customers and the impact of our products on our business, [removed: and] our expectations regarding [removed: Gross Payment Volume (GPV) and revenue, including our expectations regarding the Cash App and Square ecosystems, our expectations regarding] product launches, the expected impact of [removed: our recent acquisitions,] the integration of Afterpay [removed: with] [added: Limited ("Afterpay"), trends in] our [removed: business,] [added: markets and the continuation of such trends,] our plans with respect to patents and other intellectual property, our expectations regarding litigation and regulatory matters and the adequacy of reserves for such matters, our expectations regarding share-based compensation, our expectations regarding the impacts of accounting guidance and the timing of our compliance therewith, our expectations regarding restricted cash, and the sufficiency of our cash and cash equivalents and cash generated from operations to meet our working capital and capital expenditure requirements.
We have based [removed: the] [added: these] forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy, and financial needs.
All forward-looking statements are based on information and estimates available to [removed: the Company] [added: us] at the time of [added: filing] this Annual Report on Form 10-K and are not guarantees of future performance.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
| | | | [PART I](#i6ce5ecd617ea4f16843c39db2bfa5659_13) | | | | | |
| | | | [PART II](#i6ce5ecd617ea4f16843c39db2bfa5659_34) | | | | | |
| | | | [Signatures](#i6ce5ecd617ea4f16843c39db2bfa5659_199) | | | [165](#i6ce5ecd617ea4f16843c39db2bfa5659_199) | | |
| | | | [PART I](#i772f021d216140f1adb78aaa6a272e2a_13) | | | | | |
| | | | [PART II](#i772f021d216140f1adb78aaa6a272e2a_34) | | | | | |
| | | | [Signatures](#i772f021d216140f1adb78aaa6a272e2a_199) | | | [147](#i772f021d216140f1adb78aaa6a272e2a_199) | | |
Item 2. PROPERTIES
3 rewritten, 2 added, 2 removed, 1 unchanged
[removed: The Company leases 469,056 square feet of] [added: We lease] space in San Francisco, California, for product development, sales, marketing, and business operations under a lease that expires in 2023.
We also lease [removed: 59,905 square feet] [added: space] in New York, New York for a product development, sales, and business operations office under a lease that expires in [removed: 2025.][added: 2025 and office space in Oakland, California under a lease that expires in 2031.]
In July 2019, the Company entered into a lease arrangement for [removed: 226,185 square feet of] office space in St Louis, Missouri, for a term of 15.5 years with options to extend the lease term for two 5-year terms.
As of 2021, we do not designate a headquarters location as we have adopted a distributed work model.
In January 2023, we informed the landlord of this property of our intention to exercise an early termination option of the lease with respect to approximately 50% of the leased space effective December 31, 2023.
In December 2018, we entered into a lease arrangement for 355,762 square feet of office space in Oakland, California under a lease that expires in 2031.
The lease commencement date varies by floor beginning in May 2020.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
9 rewritten, 3 added, 22 removed, 12 unchanged
Our Class A common stock [removed: began trading] [added: trades] on the New York Stock Exchange under the symbol [removed: “SQ” on November 19, 2015.][added: “SQ”.]
Our [removed: CHESS Depositary Interests ("CDIs")] [added: CDIs] are traded on the [removed: Australian Securities Exchange (the "ASX")] [added: ASX] under the symbol [removed: "SQ2".][added: “SQ2”.]
As of February [removed: 18, 2022,] [added: 17, 2023,] there were [removed: 933] [added: 612] holders of record of our Class A common stock and [removed: 33] [added: 29] holders of record of our Class B common stock.
As of February [removed: 18, 2022,] [added: 17, 2023,] we estimate that we have approximately [removed: 57,773] [added: 47,802] holders of record of our CDIs.
*This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended [removed: (Exchange Act),] [added: (the "Exchange Act"),] or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Block, Inc. under the [added: Exchange Act or the] Securities Act of 1933, as [removed: amended, or the Exchange Act.*][added: amended.*]
The following graph compares the cumulative total return to stockholders [removed: on] [added: of] our common stock relative to the cumulative total returns of the Standard & Poor’s 500 [removed: Index, or S&P 500,] [added: Index ("S&P 500"),] and the S&P North American Technology Index.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each index on December 31, [removed: 2015] [added: 2017] and its relative performance is tracked through December 31, [removed: 2021.][added: 2022.]
[removed: ][added: ]
| Company/Index | | | | | | [removed: 12/31/2016] [added: 12/31/2017] | | | | | | [removed: 12/31/2017] [added: 12/31/2018] | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | |
| Block, Inc. | | | | | | $ | 100.00 | | | | | $ | 161.78 | | | | | $ | 180.44 | | | | | $ | 627.75 | | | | | $ | 465.85 | | | | | $ | 181.25 | |
| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 95.62 | | | | | $ | 125.72 | | | | | $ | 148.85 | | | | | $ | 191.58 | | | | | $ | 156.89 | |
| S&P North American Technology | | | | | | $ | 100.00 | | | | | $ | 102.88 | | | | | $ | 146.79 | | | | | $ | 213.07 | | | | | $ | 269.33 | | | | | $ | 174.09 | |
Prior to that date, there was no public trading market for our Class A common stock.
Issuer Purchases of Equity Securities
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Period | | | Total number of Shares purchased | | | | | | | | | Average price paid per share | | | | | | | | | Total number of shares purchased as part of publicly announced plans or programs | | | | | | Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs | | |
| October 1 to October 31 | | | 693,901 | | | (i) | | | | | | $ | 239.29 | | (ii) | | | | | | — | | | | | | — | | |
| November 1 to November 30 | | | 14,493 | | | (iii) | | | | | | $ | 255.04 | | (ii) | | | | | | — | | | | | | — | | |
| December 1 to December 31 | | | 192 | | | (iv) | | | | | | $ | — | | | | | | | | — | | | | | | — | | |
| Total | | | 708,586 | | | | | | | | | $ | 243.99 | | (ii) | | | | | | — | | | | | | — | | |
(i) Includes 8,877 shares that have been withheld by the Company to satisfy its tax withholding and remittance obligations in connection with the vesting of restricted stock awards.
In addition, the Company exercised a pro-rata portion of convertible note hedges (described in Note 13, *Indebtedness*, of the Notes to the Consolidated Financial Statements) to offset the shares of the Company’s Class A common stock issued to settle the conversion of certain Convertible Notes.
The note hedges were net shares settled and the Company received 685,024 shares of the Company's Class A common stock from the counterparties in October of 2021.
(ii) Excludes the shares received through the exercise of the note hedges.
(iii) Includes 3,773 shares that have been withheld by the Company to satisfy its tax withholding and remittance obligations in connection with the vesting of restricted stock awards.
In addition, the Company exercised a pro-rata portion of convertible note hedges (described in Note 13, *Indebtedness*, of the Notes to the Consolidated Financial Statements) to offset
the shares of the Company’s Class A common stock issued to settle the conversion of certain Convertible Notes.
The note hedges were net shares settled and the Company received 10,720 shares of the Company's Class A common stock from the counterparties in November of 2021.
(iv) The Company exercised a pro-rata portion of convertible note hedges (described in Note 13, *Indebtedness*, of the Notes to the Consolidated Financial Statements) to offset the shares of the Company’s Class A common stock issued to settle the conversion of certain Convertible Notes.
The note hedges were net shares settled and the Company received 192 shares of the Company's Class A common stock from the counterparties in December of 2021.
| Block, Inc. | | | | | | $ | 100.00 | | | | | $ | 254.37 | | | | | $ | 411.52 | | | | | $ | 458.99 | | | | | $ | 1,596.77 | | | | | $ | 1,184.96 | |
| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 121.83 | | | | | $ | 116.49 | | | | | $ | 153.17 | | | | | $ | 181.35 | | | | | $ | 233.41 | |
| S&P North American Technology | | | | | | $ | 100.00 | | | | | $ | 137.78 | | | | | $ | 141.75 | | | | | $ | 202.25 | | | | | $ | 293.57 | | | | | $ | 371.08 | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
743 rewritten, 537 added, 339 removed, 783 unchanged
| [Reports of Independent Registered Public Accounting [removed: Firm](#i772f021d216140f1adb78aaa6a272e2a_73)] [added: Firm](#i6ce5ecd617ea4f16843c39db2bfa5659_70)] (PCAOB ID: 42) | | | [removed: [78](#i772f021d216140f1adb78aaa6a272e2a_73)] [added: [88](#i6ce5ecd617ea4f16843c39db2bfa5659_70)] | | |
| [Consolidated Balance [removed: Sheets](#i772f021d216140f1adb78aaa6a272e2a_76)] [added: Sheets](#i6ce5ecd617ea4f16843c39db2bfa5659_73)] | | | [removed: [82](#i772f021d216140f1adb78aaa6a272e2a_76)] [added: [93](#i6ce5ecd617ea4f16843c39db2bfa5659_73)] | | |
| [Consolidated Statements of [removed: Operations](#i772f021d216140f1adb78aaa6a272e2a_79)] [added: Operations](#i6ce5ecd617ea4f16843c39db2bfa5659_76)] | | | [removed: [83](#i772f021d216140f1adb78aaa6a272e2a_79)] [added: [94](#i6ce5ecd617ea4f16843c39db2bfa5659_76)] | | |
[removed: | [Consolidated Statements of Comprehensive Income](#i772f021d216140f1adb78aaa6a272e2a_82) | | | [84](#i772f021d216140f1adb78aaa6a272e2a_82) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)]
| [Consolidated Statements of Stockholders' [removed: Equity](#i772f021d216140f1adb78aaa6a272e2a_85)] [added: Equity](#i6ce5ecd617ea4f16843c39db2bfa5659_82)] | | | [removed: [85](#i772f021d216140f1adb78aaa6a272e2a_85)] [added: [96](#i6ce5ecd617ea4f16843c39db2bfa5659_82)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i772f021d216140f1adb78aaa6a272e2a_88)] [added: Flows](#i6ce5ecd617ea4f16843c39db2bfa5659_85)] | | | [removed: [87](#i772f021d216140f1adb78aaa6a272e2a_88)] [added: [98](#i6ce5ecd617ea4f16843c39db2bfa5659_85)] | | |
| [Notes to the Consolidated Financial [removed: Statements](#i772f021d216140f1adb78aaa6a272e2a_91)] [added: Statements](#i6ce5ecd617ea4f16843c39db2bfa5659_88)] | | | [removed: [89](#i772f021d216140f1adb78aaa6a272e2a_91)] [added: [100](#i6ce5ecd617ea4f16843c39db2bfa5659_88)] | | |
[removed: *Opinion] [added: Opinion] on the Financial [removed: Statements*][added: Statements]
We have audited the accompanying consolidated balance sheets of Block, Inc. [removed: and subsidiaries] (the [removed: “Company”)] [added: Company)] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021, and] the related consolidated statements of operations, comprehensive [removed: income,] [added: income (loss),] stockholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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 [removed: at] [added: as of] December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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, [removed: 2021,] [added: 2022,] 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 [removed: 24, 2022] [added: 23, 2023] expressed an unqualified opinion thereon.
[removed: *Basis] [added: Basis] for [removed: Opinion*][added: Opinion]
We are a public accounting firm registered with the [removed: PCAOB] [added: Public Company Accounting Oversight Board (United States) (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.
Our audits also included evaluating the accounting principles used and significant estimates made by [removed: management,] [added: management] as well as evaluating the overall [removed: presentation of the] financial [removed: statements.][added: statement presentation.]
The [added: following] critical audit matters [removed: 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 [removed: that:] [added: that] (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, [removed: subjective] [added: subjective,] or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the [removed: consolidated] financial statements, taken as a whole, and we are not, by communicating the [added: following] critical audit [removed: matters below,] [added: matters,] providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| *Description of the Matter* | | | | | | As discussed in Notes 1 and [removed: 11] [added: 12] 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 [removed: $55.2] [added: $64.5] million at December 31, [removed: 2021.] [added: 2022.] 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 [removed: judgement] [added: judgment] in evaluating historical trends related to loss rates and expectations of future chargebacks and the need for a qualitative adjustment. | | |
[removed: | | | | | | | Business combinations | | |][added: *Business Combinations*]
| *Description of the Matter* | | | | | | As discussed in [removed: Note 8] [added: Notes 1 and 9] to the consolidated financial statements, the Company completed an acquisition of [removed: TIDAL] [added: Afterpay Limited] during [removed: 2021] [added: 2022] for consideration of [removed: $233.2 million.] [added: $13.8 billion.] 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 [removed: determining] the [added: Company’s determination of the] fair value of [added: acquired] identifiable [removed: intangibles] [added: intangible] assets, which principally consisted of customer [removed: and technology assets and] [added: assets,] trade [removed: name,] [added: names,] and [removed: liabilities assumed] [added: technology assets,] of [removed: $141.0 million] [added: $1.4 billion, $386.0 million,] and [removed: $120.5] [added: $239.0] million, respectively. The estimation uncertainty for [added: the acquired] intangible assets was primarily due to the underlying assumptions about the future performance of the acquired [removed: business] [added: business,] which were utilized in determining the fair value of the acquired [removed: business.] [added: intangible assets.] The [added: significant] assumptions used by management included [added: discount rates and certain assumptions that form the basis of the] forecasted [removed: financial results] [added: results,] including revenue [removed: base, discount rate and] growth rates. These [added: significant] assumptions were forward-looking and could be affected by future economic and market conditions. [removed: 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 [removed: assets and assumed liabilities,] [added: assets,] and management’s review and evaluation of underlying assumptions and estimates with regards to the [added: determination of the] fair value of the intangible [removed: assets and pre-acquisition contingencies and indemnification obligations.] [added: assets.] | | |
| | | | | | | To test the Company’s estimated fair value of [added: the acquired] 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 [added: selected] valuation [removed: methodology] [added: methodologies] and testing the significant [removed: assumptions] [added: assumptions, including discount rates and revenue growth rates,] used in [removed: the methodology.] [added: those methodologies.] We [removed: also] compared [removed: the] revenue [removed: base assumptions to guideline public companies and] growth rates against [added: historical trends and to those of] guideline public companies and other industry participants. We also tested the completeness and accuracy of the underlying data supporting the assumptions and estimates. [removed: 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.] | | |
[removed: *Opinion] [added: Opinion] on Internal Control Over Financial [removed: Reporting*][added: Reporting]
We have audited Block, [removed: Inc. and subsidiaries’] [added: Inc.'s] internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the [removed: “COSO criteria”).][added: COSO criteria).]
In our opinion, Block, Inc. [removed: and subsidiaries] (the [removed: “Company”)] [added: Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.
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, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive [removed: income,] [added: income (loss),] stockholders’ equity, and cash flows for each of the three years ended December 31, [removed: 2021,] [added: 2022,] and the related notes and our report dated February [removed: 24, 2022] [added: 23, 2023] expressed an unqualified opinion thereon.
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 [removed: Form 10-K.][added: Management's Report on Internal Control over Financial Reporting.]
[removed: *Definition] [added: Definition] and Limitations of Internal Control Over Financial [removed: Reporting*][added: Reporting]
| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |
| [removed: Current assets:] [added: Current assets:] | | | | | | | | | | | |
| Cash and cash equivalents | | | $ | [added: 4,544,202 | | | | | $ |] 4,443,669 | | | | | $ | 3,158,058 | |
| Investments in short-term debt securities | | | [removed: 869,283] [added: 1,081,851] | | | | | | [removed: 695,112] [added: 869,283] | | |
| Settlements receivable | | | [removed: 1,171,612] [added: 2,416,324] | | | | | | [removed: 1,024,895] [added: 1,171,612] | | |
| Customer funds | | | [removed: 2,830,995] [added: 3,180,324] | | | | | | [removed: 2,037,832] [added: 2,830,995] | | |
| Loans held for sale | | | [removed: 517,940] [added: 474,036] | | | | | | [removed: 462,665] [added: 517,940] | | |
| Other current assets | | | [removed: 687,429] [added: 1,627,265] | | | | | | [removed: 383,067] [added: 687,429] | | |
| Property and equipment, net | | | [removed: 282,140] [added: 329,302] | | | | | | [removed: 233,520] [added: 282,140] | | |
| Goodwill | | | [removed: 519,276] [added: 11,966,761] | | | | | | [removed: 316,701] [added: 519,276] | | |
| Acquired intangible assets, [removed: net] [added: net, beginning of the period] | | | [added: $ |] 257,049 | | | | | [added: $] | 137,612 | | | [added: | | $ | 69,079 | |]
| | | | | | | Allowance for Credit Losses Related to Consumer Receivables | | |
| *Description of the Matter* | | | | | | The Company’s consumer receivables and the associated allowance for credit losses were $2.0 billion and $151.3 million as of December 31, 2022, respectively. The provision for credit losses was $203.7 million for the year ended December 31, 2022. As discussed in Notes 1 and 6 to the consolidated financial statements, the Company has exposure to expected credit losses from consumer receivables, for which an allowance for credit losses is recorded under ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The Company estimates the allowance for credit losses related to consumer receivables using both quantitative methods, which consider historical losses and recoveries, recent and historical trends in delinquencies, past-due receivables and charge-offs, and qualitative methods, which consider consumer behavior, current and historical macroeconomic trends, along with other factors. | | |
| | | | | | | | | |
| | | | | | | Auditing management’s estimate of the allowance for credit losses related to consumer receivables was challenging because management’s estimate required a high degree of judgment in evaluating historical trends related to loss rates and an assessment of a need for a qualitative adjustment in the Company’s expected credit loss methodology. | | |
| | | | | | | | | |
| *How We Addressed the Matter in Our Audit* | | | | | | To test the Company’s allowance for credit losses related to consumer receivables, we involved EY specialists in testing management’s methodology and key assumptions. Our audit procedures included, among others, evaluating the Company’s methodology as well as performing procedures over historical losses incurred by the Company by aging category and testing recoveries. In addition, we evaluated and tested management’s conclusion for the need for a qualitative adjustment in the Company’s expected credit loss methodology including the examination of current macroeconomic conditions such as changes in unemployment and GDP. We also reviewed subsequent events, which included actual collections on current and aged receivables as of December 31, 2022, to consider whether they corroborated the Company’s conclusion related to the overall allowance for credit losses related to consumer receivables. | | |
February 23, 2023
Basis for Opinion
February 23, 2023
| | | | 2022 | | | | | | 2021 | | |
| Consumer receivables, net | | | 1,871,160 | | | | | | — | | |
| Safeguarding asset related to bitcoin held for other parties | | | 428,243 | | | | | | 1,100,596 | | |
| Total current assets | | | 15,623,405 | | | | | | 11,621,524 | | |
| Total assets | | | $ | 31,364,340 | | | | | $ | 15,026,360 | |
| Warehouse funding facilities, current | | | 461,240 | | | | | | — | | |
| Safeguarding obligation liability related to bitcoin held for other parties | | | 428,243 | | | | | | 1,100,596 | | |
| Total current liabilities | | | 8,434,516 | | | | | | 6,535,700 | | |
| Deferred tax liabilities | | | 132,498 | | | | | | 15,236 | | |
| Warehouse funding facilities, non-current | | | 877,066 | | | | | | — | | |
| Total liabilities | | | 14,112,985 | | | | | | 11,712,771 | | |
| Total liabilities and stockholders’ equity | | | $ | 31,364,340 | | | | | $ | 15,026,360 | |
*The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.*
| Transaction-based costs | | | 3,364,028 | | | | | | 2,719,502 | | | | | | 1,911,848 | | |
| Hardware costs | | | 286,995 | | | | | | 221,185 | | | | | | 143,901 | | |
| Amortization of acquired technology assets | | | 70,194 | | | | | | 22,645 | | | | | | 11,174 | | |
| Product development | | | 2,135,612 | | | | | | 1,383,841 | | | | | | 881,826 | | |
| General and administrative | | | 1,686,849 | | | | | | 982,817 | | | | | | 579,203 | | |
| Amortization of customer and other acquired intangible assets | | | 138,758 | | | | | | 15,747 | | | | | | 3,855 | | |
*The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.*
*The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.*
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February 24, 2022
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.
| Total current assets | | | 10,520,928 | | | | | | 7,761,629 | | |
| Total assets | | | $ | 13,925,764 | | | | | $ | 9,869,550 | |
| Total current liabilities | | | 5,435,104 | | | | | | 4,126,104 | | |
| Total liabilities | | | 10,612,175 | | | | | | 7,187,981 | | |
| Total liabilities and stockholders’ equity | | | $ | 13,925,764 | | | | | $ | 9,869,550 | |
See accompanying notes to consolidated financial statements.
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Transaction-based costs | | | 2,729,442 | | | | | | 1,916,644 | | | | | | 1,938,534 | | |
| Hardware costs | | | 221,185 | | | | | | 144,342 | | | | | | 138,722 | | |
| Product development | | | 1,399,079 | | | | | | 885,681 | | | | | | 674,165 | | |
| General and administrative | | | 983,326 | | | | | | 579,203 | | | | | | 436,878 | | |
| Gain on sale of asset group | | | — | | | | | | — | | | | | | (373,445) | | |
| Net unrealized gain on revaluation of intercompany loans | | | — | | | | | | — | | | | | | 75 | | |
| Balance at December 31, 2018 | | | | | | | | | | | | | | | | | | 417,048,006 | | | | | | $ | — | | | | | $ | 2,012,328 | | | | | $ | (6,053) | | | | | $ | (885,774) | | | | | $ | — | | | | | $ | 1,120,501 | |
| | | | Net income | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 375,446 | | | | | | — | | | | | | 375,446 | | |
| Recovery of common stock in connection with indemnification settlement agreement | | | | | | | | | | | | | | | | | | (20,793) | | | | | | — | | | | | | (1,069) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,069) | | |
| 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 | | |
| Proceeds from sale of asset group | | | — | | | | | | — | | | | | | 309,324 | | |
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”.
Square enables sellers to accept card payments and also provides reporting and analytics, and next-day settlement.
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.
Block was founded in 2009 and has offices in the United States, Canada, Japan, Australia, Ireland, the United Kingdom, Spain, Lithuania, and Norway.
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.
accrued royalties, income and other taxes, operating and financing lease right-of-use assets and related liabilities, and share-based compensation.
An excerpt. Shown here: 40 of 743 rewritten, 40 of 537 added and 40 of 339 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2022 filing and the FY2021 filing.
Item 9A. CONTROLS AND PROCEDURES
6 rewritten, 0 added, 1 removed, 7 unchanged
Our management, with the participation of our [removed: Chief] [added: Principal] Executive Officer and our [removed: Chief] [added: Principal] Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.
Based on such evaluation, our [removed: Chief] [added: Principal] Executive Officer and [removed: Chief] [added: Principal] Financial Officer have concluded that, as of December 31, [removed: 2021,] [added: 2022,] our disclosure controls and procedures were effective at the reasonable assurance level.
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria established in “Internal Control - Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO).][added: ("COSO").]
Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by Ernst & Young, LLP, an independent registered public accounting firm, as stated in their report which appears herein.
We acquired TIDAL on April 30, 2021, and our management excluded from our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021, as TIDAL’s internal control over financial reporting is associated with less than 2% of total assets, 1% of total net revenue and 1% of total gross profit within the consolidated financial statements as of and for the year ended December 31, 2021.
Item 9B. OTHER INFORMATION
0 rewritten, 4 added, 12 removed, 0 unchanged
On February 22, 2023, Amrita Ahuja, the Chief Financial Officer was appointed as Chief Operating Officer of the Company.
Ms. Ahuja will continue to serve as the Company’s Chief Financial Officer.
Ms. Ahuja’s biographical information is included in the Company’s proxy statement filed April 28, 2022.
In connection with her appointment, Ms. Ahuja is expected to receive an incremental stock grant (in addition to her compensation as the Company’s Chief Financial Officer) of approximately $5 million in a mix of RSUs and stock options vesting over four years consistent with Ms. Ahuja’s existing stock grants, subject to the approval of the compensation committee of the board of directors of the Company.
Disclosure Pursuant to Item 1.01 of Form 8-K: Entry into a Material Definitive Agreement.
On February 23, 2022, we entered into the Sixth Amendment to Revolving Credit Agreement, among Block, the lenders that are party thereto, and Goldman Sachs Bank USA, as administrative agent (the “Revolver Amendment”).
The Revolver Amendment amends the Revolving Credit Agreement, dated as of May 1, 2020 (as amended, modified, or supplemented, the “Amended Credit Agreement”), among Block, the lenders that are party thereto, and Goldman Sachs Bank USA, as Administrative Agent, to, among other things, provide for a new tranche of unsecured revolving loan commitments in an aggregate principal amount of up to $100 million (the “Tranche B Loans”).
With the addition of the Tranche B Loans, the total revolving commitments under the Amended Credit Agreement has been increased to an aggregate principal amount of up to $600 million.
Under the Amended Credit Agreement, the Tranche B Loans bear interest, at our option, at an annual rate based on the forward-looking term rate based on the secured overnight financing rate (“Term SOFR”) or a base rate.
Tranche B Loans based on Term SOFR shall bear interest at a rate equal to Term SOFR plus a margin of between 1.25% and 1.75%, depending on our total net leverage ratio.
Tranche B Loans based on the base rate shall bear interest at a rate based on the highest of the prime rate, the federal funds rate plus 0.50%, and Term SOFR with a tenor of one-month plus 1.00%, in each case, plus a margin ranging from 0.25% to 0.75%, depending on our total net leverage ratio.
We are required to pay a commitment fee equal to 0.15% per annum on the undrawn portion available under the revolving credit facility.
Currently, the total revolving commitments of up to $600 million remain undrawn.
The foregoing description of the Revolver Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolver Amendment, a copy of which is filed as Exhibit 10.21 hereto and incorporated herein by reference.
Disclosure Pursuant to Item 2.03 of Form 8-K: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth pursuant to Item 1.01 of Form 8-K above is incorporated herein by reference.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 1 removed, 0 unchanged
The information required by this item will be included [removed: under the captions "Board of Directors and Corporate Governance" and "Executive Officers"] in our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2021 (Proxy Statement)] [added: 2022 ("Proxy Statement")] and is incorporated herein by reference.
The information required by this item regarding delinquent filers pursuant to Item 405 of Regulation S-K will be included under the caption "—Delinquent Section 16(a) Reports" in the Proxy Statement and is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item will be included [removed: under the captions "Board of Directors and Corporate Governance—Director Compensation," "Executive Compensation," and "Board of Directors and Corporate Governance—Compensation Committee Interlocks and Insider Participation"] in the Proxy Statement and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item will be included [removed: under the captions "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information"] in the Proxy Statement and is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item will be included [removed: under the captions "Certain Relationships, Related Party and Other Transactions" and "Board of Directors and Corporate Governance—Director Independence"] in the Proxy Statement and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this item will be included [removed: under the caption "Ratification Of Appointment Of Independent Registered Public Accounting Firm"] in the Proxy Statement and is incorporated herein by reference.
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
58 rewritten, 0 added, 6 removed, 33 unchanged
| [removed: [2.2](https://www.sec.gov/Archives/edgar/data/1512673/000119312521232215/d186862dex21.htm)] [added: [2](https://www.sec.gov/Archives/edgar/data/1512673/000119312521232215/d186862dex21.htm)[.1](https://www.sec.gov/Archives/edgar/data/1512673/000119312521232215/d186862dex21.htm)] | | | | | | [Scheme Implementation Deed, dated as of August 2, 2021, by and among Square, Inc., Lanai (AU) 2 Pty Ltd, and Afterpay Limited.](https://www.sec.gov/Archives/edgar/data/1512673/000119312521232215/d186862dex21.htm) | | | 8-K | | | 001-37622 | | | 2.1 | | | August 2, 2021 | | |
| [removed: [2.3](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521349510/d231782dex21.htm)] [added: [2.2](https://www.sec.gov/Archives/edgar/data/1512673/000119312521349510/d231782dex21.htm)] | | | | | | [Amending Deed, dated as of December 7, 2021, by and among [removed: Block,](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521349510/d231782dex21.htm) [](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521349510/d231782dex21.htm)[Inc.,] [added: Block, Inc.,] Lanai (AU) 2 Pty Ltd and Afterpay Limited.](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521349510/d231782dex21.htm) | | | 8-K | | | 001-37622 | | | 2.1 | | | December 7, 2021 | | |
| [removed: [3.1*](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit31blockinc2021.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit31blockinc2021.htm)] | | | | | | [Amended and Restated Certificate of Incorporation of the Registrant, as amended](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit31blockinc2021.htm). | | | [added: 10-K] | | | [added: 001-37622] | | | [added: 3.1] | | | [added: February 24, 2022] | | |
| [removed: [3.2](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521354007/d270905dex32.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1512673/000119312522266723/d369895dex31.htm)] | | | | | | [removed: [Second Amended] [added: [Amended] and Restated Bylaws of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521354007/d270905dex32.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1512673/000119312522266723/d369895dex31.htm)] | | | 8-K | | | 001-37622 | | | [removed: 3.2] [added: 3.1] | | | [removed: December 10, 2021] [added: October 21, 2022] | | |
| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1512673/000119312515369092/d937622dex41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1512673/000119312515369092/d937622dex41.htm)] | | | | | | [Form of Class A common stock certificate of the Registrant.](http://www.sec.gov/Archives/edgar/data/1512673/000119312515369092/d937622dex41.htm) | | | S-1/A | | | 333-207411 | | | 4.1 | | | November 6, 2015 | | |
| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1512673/000119312517071579/d350554dex41.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/1512673/000119312520063100/d898138dex41.htm)] | | | | | | [Indenture, dated March [removed: 6, 2017,] [added: 5, 2020,] between the Registrant and The Bank of New York Mellon Trust Company, [removed: N.A.](http://www.sec.gov/Archives/edgar/data/1512673/000119312517071579/d350554dex41.htm)] [added: N.A.](http://www.sec.gov/Archives/edgar/data/1512673/000119312520063100/d898138dex41.htm)] | | | 8-K | | | 001-37622 | | | 4.1 | | | March [removed: 6, 2017] [added: 5, 2020] | | |
| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/1512673/000119312517071579/d350554dex41.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1512673/000119312518175476/d590226dex41.htm#ex41590226_1)] | | | | | | [Form of [removed: 0.375%] [added: 0.50%] Convertible Senior [removed: Notes] [added: Note] due [removed: 2022] [added: 2023] (included in Exhibit [removed: 4.3).](http://www.sec.gov/Archives/edgar/data/1512673/000119312517071579/d350554dex41.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/1512673/000119312518175476/d590226dex41.htm#ex41590226_1)[3](http://www.sec.gov/Archives/edgar/data/1512673/000119312518175476/d590226dex41.htm#ex41590226_1)[).](http://www.sec.gov/Archives/edgar/data/1512673/000119312518175476/d590226dex41.htm#ex41590226_1)] | | | 8-K | | | 001-37622 | | | 4.2 | | | [removed: March 6, 2017] [added: May 25, 2018] | | |
| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1512673/000119312518175476/d590226dex41.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1512673/000119312518175476/d590226dex41.htm)] | | | | | | [Indenture, dated May 25, 2018, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A.](http://www.sec.gov/Archives/edgar/data/1512673/000119312518175476/d590226dex41.htm) | | | 8-K | | | 001-37622 | | | 4.1 | | | May 25, 2018 | | |
| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/1512673/000119312518175476/d590226dex41.htm#ex41590226_1)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex41.htm)] | | | | | | [Form of [removed: 0.50%] [added: 0%] Convertible Senior Note due [removed: 2023] [added: 2026] (included in Exhibit [removed: 4.5).](http://www.sec.gov/Archives/edgar/data/1512673/000119312518175476/d590226dex41.htm#ex41590226_1)] [added: 4.](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex41.htm)[7](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex41.htm)[).](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex41.htm)] | | | 8-K | | | 001-37622 | | | 4.2 | | | [removed: May 25, 2018] [added: November 13, 2020] | | |
| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/1512673/000119312520063100/d898138dex41.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex41.htm)] | | | | | | [Indenture, dated [removed: March 5,] [added: November 13,] 2020, between the Registrant and The Bank of New York Mellon Trust Company, [removed: N.A.](http://www.sec.gov/Archives/edgar/data/1512673/000119312520063100/d898138dex41.htm)] [added: N.A. (2026 Convertible Notes).](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex41.htm)] | | | 8-K | | | 001-37622 | | | 4.1 | | | [removed: March 5,] [added: November 13,] 2020 | | |
| [removed: [4.8](https://www.sec.gov/Archives/edgar/data/1512673/000119312520063100/d898138dex41.htm)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/1512673/000119312520063100/d898138dex41.htm)] | | | | | | [Form of 0.125% Convertible Senior Note due 2025 (included in Exhibit [removed: 4.7)](https://www.sec.gov/Archives/edgar/data/1512673/000119312520063100/d898138dex41.htm).] [added: 4.](https://www.sec.gov/Archives/edgar/data/1512673/000119312520063100/d898138dex41.htm)[5](https://www.sec.gov/Archives/edgar/data/1512673/000119312520063100/d898138dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/1512673/000119312520063100/d898138dex41.htm).] | | | 8-K | | | 001-37622 | | | 4.2 | | | March 5, 2020 | | |
| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex41.htm)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex43.htm)] | | | | | | [Indenture, dated November 13, 2020, between the Registrant and The Bank of New York Mellon Trust Company, N.A. [removed: (2026](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex41.htm) [Convertible](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex41.htm) [Notes).](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex41.htm)] [added: (2027 Convertible Notes).](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex43.htm)] | | | 8-K | | | 001-37622 | | | [removed: 4.1] [added: 4.3] | | | November 13, 2020 | | |
| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex41.htm)] [added: [4.9](https://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex43.htm)] | | | | | | [Form of [removed: 0%] [added: 0.25%] Convertible Senior Note due [removed: 2026] [added: 2027] (included in Exhibit [removed: 4.9).](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex41.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex43.htm)[9](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex43.htm)[).](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex43.htm)] | | | 8-K | | | 001-37622 | | | [removed: 4.2] [added: 4.4] | | | November 13, 2020 | | |
| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex43.htm)] [added: [4.12](https://www.sec.gov/Archives/edgar/data/1512673/000119312521167754/d136319dex43.htm)] | | | | | | [Indenture, dated [removed: November 13, 2020,] [added: as of May 20, 2021 by and] between [removed: the Registrant] [added: Square, Inc.] and [removed: The] Bank of New York Mellon Trust Company, [removed: N.A. (2027](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex43.htm) [Convertible](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex43.htm) [Notes).](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex43.htm)] [added: N.A., as Trustee (3.50% Senior Notes due 2031).](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521167754/d136319dex43.htm)] | | | 8-K | | | 001-37622 | | | 4.3 | | | [removed: November 13, 2020] [added: May 20, 2021] | | |
| [removed: [4.12](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex43.htm)] [added: [10.31](https://www.sec.gov/Archives/edgar/data/1512673/000119312520289591/d878497dex103.htm)] | | | | | | [Form of [removed: 0.25%] Convertible [removed: Senior] Note [removed: due 2027 (included in Exhibit 4.11).](http://www.sec.gov/Archives/edgar/data/1512673/000119312520293001/d27530dex43.htm)] [added: Hedge Confirmation (2027 Convertible Notes).](http://www.sec.gov/Archives/edgar/data/1512673/000119312520289591/d878497dex103.htm)] | | | 8-K | | | 001-37622 | | | [removed: 4.4] [added: 10.3] | | | November [removed: 13,] [added: 10,] 2020 | | |
| [removed: [4.13](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521167754/d136319dex41.htm)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/1512673/000119312521167754/d136319dex41.htm)] | | | | | | [Indenture, dated as of May 20, 2021, by and between Square, Inc. and Bank of New York Mellon Trust Company, N.A., as Trustee (2.75% Senior Notes due 2026).](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521167754/d136319dex41.htm) | | | 8-K | | | 001-37622 | | | 4.1 | | | May 20, 2021 | | |
| [removed: [4.14](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521167754/d136319dex41.htm)] [added: [4.11](https://www.sec.gov/Archives/edgar/data/1512673/000119312521167754/d136319dex41.htm)] | | | | | | [Form of 2.75% Senior Note due 2026 (included in Exhibit [removed: 4.13).](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521167754/d136319dex41.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521167754/d136319dex41.htm)[1](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521167754/d136319dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521167754/d136319dex41.htm)] | | | 8-K | | | 001-37622 | | | 4.2 | | | May 20, 2021 | | |
| [removed: [4.16](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521167754/d136319dex43.htm)] [added: [4.13](https://www.sec.gov/Archives/edgar/data/1512673/000119312521167754/d136319dex43.htm)] | | | | | | [Form of 3.50% Senior Note due 2031 (included in Exhibit [removed: 4.15).](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521167754/d136319dex43.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521167754/d136319dex43.htm)[3](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521167754/d136319dex43.htm)[).](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521167754/d136319dex43.htm)] | | | 8-K | | | 001-37622 | | | 4.4 | | | May 20, 2021 | | |
| [removed: [4.17](https://www.sec.gov/Archives/edgar/data/0001512673/000119312522023529/d261416dex41.htm)] [added: [4.14](https://www.sec.gov/Archives/edgar/data/1512673/000119312522023529/d261416dex41.htm)] | | | | | | [Trust Deed, dated as of March 12, 2021, by and between Afterpay and the Hongkong and Shanghai Banking Corporation Limited as trustee.](https://www.sec.gov/Archives/edgar/data/0001512673/000119312522023529/d261416dex41.htm) | | | 8-K | | | 001-37622 | | | 4.1 | | | January 31, 2022 | | |
| [removed: [4.18](http://www.sec.gov/Archives/edgar/data/1512673/000162828020002303/exhibit47squareinc2019.htm)] [added: [4.15](https://www.sec.gov/Archives/edgar/data/1512673/000162828020002303/exhibit47squareinc2019.htm)] | | | | | | [Description of Class A Common Stock](http://www.sec.gov/Archives/edgar/data/1512673/000162828020002303/exhibit47squareinc2019.htm). | | | 10-K | | | 001-37622 | | | 4.7 | | | February 26, 2020 | | |
| [removed: [10.2.1+*](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit1021blockinc2021a.htm)] [added: [10.2.1+](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit1021blockinc2021a.htm)] | | | | | | [Block, Inc. 2015 Equity Incentive Plan, as amended and restated](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit1021blockinc2021a.htm) | | | [added: 10-K] | | | [added: 001-37622] | | | [added: 10.2.1] | | | [added: February 24, 2022] | | |
| [removed: [10.2.2+*](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit1022blockinc2021.htm)] [added: [10.2.2+](https://www.sec.gov/Archives/edgar/data/1512673/000162828023004840/exhibit1022blockinc2022.htm)*] | | | | | | [Form of Restricted Stock Unit Award and Restricted Stock Unit [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit1022blockinc2021.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/1512673/000162828023004840/exhibit1022blockinc2022.htm)] | | | | | | | | | | | | | | |
| [removed: [10.2.3+*](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit1023blockinc2021.htm)] [added: [10.2.3+](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit1023blockinc2021.htm)] | | | | | | [Form of Restricted Stock Award and Restricted Stock Agreement.](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit1023blockinc2021.htm) | | | [added: 10-K] | | | [added: 001-37622] | | | [added: 10.2.3] | | | [added: February 24, 2022] | | |
| [removed: [10.2.4+*](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit1024blockinc2021.htm)] [added: [10.2.4+](https://www.sec.gov/Archives/edgar/data/1512673/000162828023004840/exhibit1024blockinc2022.htm)*] | | | | | | [Form of Stock Option Grant and Stock Option [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit1024blockinc2021.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/1512673/000162828023004840/exhibit1024blockinc2022.htm)] | | | | | | | | | | | | | | |
| [removed: [10.3+*](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit103blockinc2021.htm)] [added: [10.3+](https://www.sec.gov/Archives/edgar/data/1512673/000162828022028213/exhibit101blockincq322.htm)] | | | | | | [Block, Inc. 2015 Employee Stock Purchase Plan, as amended and [removed: restated.](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit103blockinc2021.htm)] [added: restated.](https://www.sec.gov/Archives/edgar/data/1512673/000162828022028213/exhibit101blockincq322.htm)] | | | [added: 10-Q] | | | [added: 001-37622] | | | [added: 10.1] | | | [added: November 3, 2022] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex104.htm)[4](http://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex104.htm)[+](http://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex104.htm)] [added: [10.4+](http://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex104.htm)] | | | | | | [Square, Inc. 2009 Stock Plan and related form agreements.](http://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex104.htm) | | | S-1 | | | 333-207411 | | | 10.4 | | | October 14, 2015 | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex105.htm)[5](http://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex105.htm)[+](http://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex105.htm)] [added: [10.5+](http://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex105.htm)] | | | | | | [Square, Inc. Executive Incentive Compensation Plan.](http://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex105.htm) | | | S-1 | | | 333-207411 | | | 10.5 | | | October 14, 2015 | | |
| [removed: [10.6+*](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit106blockinc2021.htm)] [added: [10.6+](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit106blockinc2021.htm)] | | | | | | [Block, Inc. Outside Director Compensation Policy, as amended and restated.](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit106blockinc2021.htm) | | | [added: 10-K] | | | [added: 001-37622] | | | [added: 10.6] | | | [added: February 24, 2022] | | |
| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex107.htm)[7](https://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex107.htm)[+](https://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex107.htm)] [added: [10.7+](https://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex107.htm)] | | | | | | [Form of Change of Control and Severance Agreement between the Registrant and certain of its executive officers.](https://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex107.htm) | | | S-1 | | | 333-207411 | | | 10.7 | | | October 14, 2015 | | |
| [removed: [10.8+*](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit108blockinc2021.htm)] [added: [10.8+](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit108blockinc2021.htm)] | | | | | | [Form of Change of Control and Severance Agreement between the Registrant and certain of its executive officers entered into on and after January 27, 2020.](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit108blockinc2021.htm) | | | [added: 10-K] | | | [added: 001-37622] | | | [added: 10.8] | | | [added: February 24, 2022] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1512673/000151267316000002/exhibit108squareinc2015.htm)[9](http://www.sec.gov/Archives/edgar/data/1512673/000151267316000002/exhibit108squareinc2015.htm)[+](http://www.sec.gov/Archives/edgar/data/1512673/000151267316000002/exhibit108squareinc2015.htm)] [added: [10.9+](http://www.sec.gov/Archives/edgar/data/1512673/000151267316000002/exhibit108squareinc2015.htm)] | | | | | | [Offer Letter between the Registrant and Jack Dorsey, dated as of March 7, 2016.](http://www.sec.gov/Archives/edgar/data/1512673/000151267316000002/exhibit108squareinc2015.htm) | | | 10-K | | | 001-37622 | | | 10.8 | | | March 10, 2016 | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1512673/000119312515369092/d937622dex1012.htm)[0](http://www.sec.gov/Archives/edgar/data/1512673/000119312515369092/d937622dex1012.htm)[+](http://www.sec.gov/Archives/edgar/data/1512673/000119312515369092/d937622dex1012.htm)] [added: [10.10+](http://www.sec.gov/Archives/edgar/data/1512673/000119312515369092/d937622dex1012.htm)] | | | | | | [Offer Letter between the Registrant and Alyssa Henry, dated as of October 1, 2015.](http://www.sec.gov/Archives/edgar/data/1512673/000119312515369092/d937622dex1012.htm) | | | S-1/A | | | 333-207411 | | | 10.12 | | | November 6, 2015 | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1512673/000119312519001870/d685104dex101.htm)[1](http://www.sec.gov/Archives/edgar/data/1512673/000119312519001870/d685104dex101.htm)[+](http://www.sec.gov/Archives/edgar/data/1512673/000119312519001870/d685104dex101.htm)] [added: [10.11+](http://www.sec.gov/Archives/edgar/data/1512673/000119312519001870/d685104dex101.htm)] | | | | | | [Offer Letter between the Registrant and Amrita Ahuja, dated as of December 16, 2018](http://www.sec.gov/Archives/edgar/data/1512673/000119312519001870/d685104dex101.htm). | | | 8-K | | | 001-37622 | | | 10.1 | | | January 4, 2019 | | |
| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1512673/000119312520134891/d792587dex101.htm)] [added: [10.12](https://www.sec.gov/Archives/edgar/data/1512673/000119312520134891/d792587dex101.htm)] | | | | | | [Revolving Credit Agreement dated as of May 1, 2020 among the Registrant, the Lenders Party Thereto, and Goldman Sachs Bank USA, as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/1512673/000119312520134891/d792587dex101.htm) | | | 8-K | | | 001-37622 | | | 10.1 | | | May 6, 2020 | | |
| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1512673/000119312520159525/d938069dex101.htm)] [added: [10.13](https://www.sec.gov/Archives/edgar/data/1512673/000119312520159525/d938069dex101.htm)] | | | | | | [First Amendment to Credit Agreement, dated as of May 28, 2020, among the Registrant, the Lenders Party Thereto, and Goldman Sachs Bank USA, as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/1512673/000119312520159525/d938069dex101.htm) | | | 8-K | | | 001-37622 | | | 10.1 | | | June 3, 2020 | | |
| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1512673/000119312520289591/d878497dex106.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/1512673/000119312520289591/d878497dex106.htm)] | | | | | | [Second Amendment to Credit Agreement, dated as of November 9, 2020, among the Registrant, the Lenders Party Thereto, and Goldman Sachs Bank USA, as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/1512673/000119312520289591/d878497dex106.htm) | | | 8-K | | | 001-37622 | | | 10.6 | | | November 10, 2020 | | |
| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1512673/000119312521027306/d102993dex101.htm)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/1512673/000119312521027306/d102993dex101.htm)] | | | | | | [Third Amendment to Credit Agreement, dated as of January 28, 2021, by and among the Registrant, the Lenders party thereto, and Goldman Sachs Bank USA, as administrative agent.](http://www.sec.gov/Archives/edgar/data/1512673/000119312521027306/d102993dex101.htm) | | | 8-K | | | 001-37622 | | | 10.1 | | | February 3, 2021 | | |
| [removed: [10.19](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521173583/d158715dex101.htm)] [added: [10.16](https://www.sec.gov/Archives/edgar/data/1512673/000119312521173583/d158715dex101.htm)] | | | | | | [Fourth Amendment to Credit Agreement, dated as of May 25, 2021, by and among Square, Inc., the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent.](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521173583/d158715dex101.htm) | | | 8-K | | | 001-37622 | | | 10.1 | | | May 26, 2021 | | |
| [removed: [10.20](https://www.sec.gov/Archives/edgar/data/0001512673/000119312522023529/d261416dex101.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/1512673/000119312522023529/d261416dex101.htm)] | | | | | | [Fifth Amendment to Credit Agreement, dated as [removed: of](https://www.sec.gov/Archives/edgar/data/0001512673/000119312522023529/d261416dex101.htm) [January] [added: of January] 28, [removed: 2022,](https://www.sec.gov/Archives/edgar/data/0001512673/000119312522023529/d261416dex101.htm) [by] [added: 2022, by] and [removed: among](https://www.sec.gov/Archives/edgar/data/0001512673/000119312522023529/d261416dex101.htm) [Block,](https://www.sec.gov/Archives/edgar/data/0001512673/000119312522023529/d261416dex101.htm) [Inc.,] [added: among Block, Inc.,] the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent](https://www.sec.gov/Archives/edgar/data/0001512673/000119312522023529/d261416dex101.htm). | | | 8-K | | | 001-37622 | | | 10.1 | | | January 31, 2022 | | |
| [removed: [10.21*](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit1021blockinc2021.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit1021blockinc2021.htm)] | | | | | | [Sixth Amendment to Credit Agreement, dated as of February 23, 2022, by and among Block, Inc., the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent.](https://www.sec.gov/Archives/edgar/data/1512673/000162828022003825/exhibit1021blockinc2021.htm) | | | [added: 10-K] | | | [added: 001-37622] | | | [added: 10.21] | | | [added: February 24, 2022] | | |
| [2.1](http://www.sec.gov/Archives/edgar/data/1512673/000119312518135060/d582033dex21.htm) | | | | | | [Agreement and Plan of Reorganization, dated as of April 26, 2018, by and among the Registrant, Weebly, Inc., Forest Merger Sub, Inc., Forest Merger LLC and Shareholder Representative Services.](http://www.sec.gov/Archives/edgar/data/1512673/000119312518135060/d582033dex21.htm) | | | 8-K | | | 001-37622 | | | 2.1 | | | April 26, 2018 | | |
| [4.2](http://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex42.htm) | | | | | | [Fifth Amended and Restated Investors’ Rights Agreement among the Registrant and certain holders of its capital stock, dated as of September 9, 2014.](http://www.sec.gov/Archives/edgar/data/1512673/000119312515343733/d937622dex42.htm) | | | S-1 | | | 333-207411 | | | 4.2 | | | October 14, 2015 | | |
| [4.15](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521167754/d136319dex43.htm) | | | | | | [Indenture, dated as of May 20, 2021 by and between Square, Inc. and Bank of New York Mellon Trust Company, N.A., as Trustee (3.50% Senior Notes due 2031).](https://www.sec.gov/Archives/edgar/data/0001512673/000119312521167754/d136319dex43.htm) | | | 8-K | | | 001-37622 | | | 4.3 | | | May 20, 2021 | | |
| [10.35](http://www.sec.gov/Archives/edgar/data/1512673/000119312520289591/d878497dex104.htm) | | | | | | [Form of 2026 Warrant Confirmation.](http://www.sec.gov/Archives/edgar/data/1512673/000119312520289591/d878497dex104.htm) | | | 8-K | | | 001-37622 | | | 10.4 | | | November 10, 2020 | | |
| [10.36](http://www.sec.gov/Archives/edgar/data/1512673/000119312520289591/d878497dex103.htm) | | | | | | [Form of Convertible Note Hedge Confirmation (2027](http://www.sec.gov/Archives/edgar/data/1512673/000119312520289591/d878497dex103.htm) [Convertible](http://www.sec.gov/Archives/edgar/data/1512673/000119312520289591/d878497dex103.htm) [Notes).](http://www.sec.gov/Archives/edgar/data/1512673/000119312520289591/d878497dex103.htm) | | | 8-K | | | 001-37622 | | | 10.3 | | | November 10, 2020 | | |
| [10.37](http://www.sec.gov/Archives/edgar/data/1512673/000119312520289591/d878497dex105.htm) | | | | | | [Form of 2027 Warrant Confirmation.](http://www.sec.gov/Archives/edgar/data/1512673/000119312520289591/d878497dex105.htm) | | | 8-K | | | 001-37622 | | | 10.5 | | | November 10, 2020 | | |
An excerpt. Shown here: 40 of 58 rewritten, all 0 added and all 6 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES in the FY2022 filing and the FY2021 filing.
Item 16. FORM 10-K SUMMARY
15 rewritten, 2 added, 5 removed, 24 unchanged
Date: February [removed: 24, 2022][added: 23, 2023]
Each person whose signature appears below hereby constitutes and appoints Jack Dorsey, Amrita [removed: Ahuja] [added: Ahuja,] and [removed: Sivan Whiteley,] [added: Chrysty Esperanza,] and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ Jack Dorsey | | | [removed: President, Chief Executive Officer,] [added: Block Head] and [removed: Chairman] [added: Chairperson] (Principal Executive Officer) | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ Amrita Ahuja | | | Chief Financial Officer (Principal Financial Officer) | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ Ajmere Dale | | | Chief Accounting Officer (Principal Accounting Officer) | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ Roelof Botha | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ Amy Brooks | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ Shawn Carter | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ Paul Deighton | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ Randy Garutti | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ Jim McKelvey | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ Mary Meeker | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ Sharon Rothstein | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ Lawrence Summers | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ Darren Walker | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |
*Block Head and Chairperson*
*(Principal Executive Officer)*
*President, Chief Executive Officer, and Chairman*
| /s/ Anna Patterson | | | Director | | | February 24, 2022 | | |
| Anna Patterson | | | | | | | | |
| /s/ David Viniar | | | Director | | | February 24, 2022 | | |
| David Viniar | | | | | | | | |