You should read the following discussion and analysis in conjunction with the
information set forth within the condensed consolidated financial statements and
the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, as
well as our Annual Report on Form 10-K. The statements in this discussion
regarding our expectations of our future performance, liquidity and capital
resources, our plans, estimates, beliefs and expectations that involve risks and
uncertainties, and other non-historical statements in this discussion are
forward-looking statements. These forward-looking statements are subject to
numerous risks and uncertainties, including, but not limited to, the risks and
uncertainties described under "Risk Factors" and elsewhere in this Quarterly
Report on Form 10-Q. Our actual results may differ materially from those
contained in or implied by any forward-looking statements.

Overview



On December 1, 2021, we changed our name as a corporate entity from Square to
Block. We started Block with the Square ecosystem in February 2009 to enable
businesses (also referred to as sellers) to accept card payments, an important
capability that was previously inaccessible to many businesses. However, sellers
need many 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 services to help individuals manage their money.
We also added TIDAL and TBD as businesses to contribute to our purpose of
economic empowerment. TIDAL, a global music and entertainment platform, 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, 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. 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.

Square is a cohesive commerce ecosystem that helps sellers start, run, and grow
their businesses, and consists of over 30 distinct software, hardware, and
financial services products. We monetize the majority of these products through
a combination of transaction, subscription, and service fees. Our suite of
cloud-based software solutions are integrated to create a seamless experience
and enable a holistic view of sales, customers, employees, and locations. 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. We also provide hardware to facilitate commerce for sellers, which
includes magstripe readers, contactless and chip readers, Square Stand, Square
Register, Square Terminal, and third-party peripherals. Square Banking consists
of a suite of products for our U.S. sellers, 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" or "SFS"). Square Financial Services offers banking
services including certain loan and deposit products. In addition to the United
States, we also offer Square Loans in Australia. Canada, and the United Kingdom.
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 pay 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. We
have grown rapidly to serve millions of sellers that represent a diverse set of
industries including services, food-related business, and retail businesses; and
sizes, ranging from a single vendor at a farmers' market to multi-location
businesses. Square sellers also span geographies, including the United States,
Canada, Japan, Australia, the United Kingdom, Ireland, France, and Spain.

Our Cash App ecosystem provides financial tools for individuals to store, send,
receive, spend, and invest money. With Cash App, customers can fund their
account with a bank account or debit card, send and receive peer-to-peer
payments, add physical cash at participating retailers, deposit mobile checks,
and receive direct deposit payments. Customers can make purchases with their
Cash App Card, a Visa prepaid card that is linked to the balance stored in Cash
App. Additionally, customers can use Cash App Pay, a checkout option which
allows customers to pay using their Cash App account. With Cash Boost, customers
receive instant discounts when they make Cash App Card purchases at designated
merchants. Customers can also use their stored funds to buy and sell bitcoin and
equity investments within Cash App. Cash App Borrow offers
                                        52
--------------------------------------------------------------------------------
customers a short-term loan to send, spend, or invest across the ecosystem. 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.

With the acquisition of Afterpay, we added a BNPL platform to our offerings.
Through the use of this BNPL platform, consumers can split their purchase price
across three to four installments, generally due over six to eight weeks,
without paying fees (if payments are made on time). Afterpay provides consumers
with the ability to get desired items now but pay for them later and can
simultaneously help merchants increase sales and order values. The Company pays
BNPL sellers the full order value upfront, less a merchant fee, and assumes the
risk of non-payment from the end-customer. Apart from capped late payment fees,
consumers do not incur additional fees. Afterpay also provides an online shop
directory, which allows consumers to search by product category for stores that
offer Afterpay as a payment option, and offers an Afterpay in-store card for
in-person transactions at a merchant's point of sale. The 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 will be
integrated with Cash App to help drive lead generation for merchants and
customer engagement. As discussed in Note 21, Segment and Geographical
Information within Notes to the Condensed Consolidated Financial Statements, the
financial results of Afterpay have been equally allocated to the Cash App and
Square segments.

Results of Operations

Revenue (in thousands, except for percentages)


                                                          Three Months Ended                                                                      Six Months Ended
                                                               June 30,                                                                               June 30,
                                 2022                 2021              $ Change              % Change                 2022                 2021               $ Change               % Change
Transaction-based revenue   $ 1,475,707          $ 1,227,472          $  248,235                      20  %       $ 2,708,676          $ 2,187,205          $    521,471                     24  %
Subscription and
services-based revenue        1,094,856              685,178             409,678                      60  %         2,054,413            1,242,859               811,554                     65  %
Hardware revenue                 48,051               43,726               4,325                      10  %            85,377               72,514                12,863                     18  %
Bitcoin revenue               1,785,885            2,724,296            (938,411)                    (34) %         3,516,678            6,235,364            (2,718,686)                   (44) %
Total net revenue           $ 4,404,499          $ 4,680,672          $ (276,173)                     (6) %       $ 8,365,144          $ 9,737,942          $ (1,372,798)                   (14) %


Total net revenue for the three and six months ended June 30, 2022 decreased by
$276.2 million, or 6%, and $1.4 billion, or 14% compared to the three and six
months ended June 30, 2021, respectively. Bitcoin revenue decreased by $938.4
million and $2.7 billion for the three and six months ended June 30, 2022
compared to the three and six months ended June 30, 2021, respectively.
Excluding bitcoin revenue, total net revenue increased by $662.2 million, or
34%, and $1.3 billion, or 38% in the three and six months ended June 30, 2022
compared to the three and six months ended June 30, 2021, respectively. Revenue
from the BNPL platform, following the acquisition of Afterpay in the first
quarter of 2022, was 5% of the total net revenue in the three months ended June
30, 2022, and 4% from the date of acquisition through June 30, 2022.

Transaction-based revenue for the three and six months ended June 30, 2022
increased by $248.2 million, or 20%, and $521.5 million, or 24% compared to the
three and six months ended June 30, 2021, respectively. This increase was
consistent with the increase in Gross Payment Volume ("GPV") of 23% and 26% for
the three and six months ended June 30, 2022 compared to the three and six
months ended June 30, 2021, respectively. The increase in transaction-based
revenue was driven by:

•continued improvements in both card-present and card-not-present volumes as a result of growth in online channels, as well as growth in our international markets; and

•growth in Cash App Business GPV which includes peer-to-peer transactions received by business accounts and peer-to-peer payments sent from a credit card.


                                       53
--------------------------------------------------------------------------------
Subscription and services-based revenue for the three and six months ended June
30, 2022 increased by $409.7 million, or 60% and $811.6 million or 65% compared
to the three and six months ended June 30, 2021, respectively. This increase was
driven by:

•revenue generated from the BNPL platform following the acquisition of Afterpay
in the first quarter of 2022, which contributed $208.1 million during the three
months ended June 30, 2022, and $337.9 million from the date of acquisition
through June 30, 2022;

•an increase in Cash App subscription and services-based revenue primarily due to increased Cash App Card usage and Cash App Instant Deposit volumes; and

•growth in seller banking products, including the increased origination volumes of Square Loans, as well as software subscriptions.

Subscription and services-based revenue also includes revenue generated from music streaming services following the acquisition of TIDAL in the second quarter of 2021.



Hardware revenue for the three and six months ended June 30, 2022 increased by
$4.3 million, or 10% and $12.9 million or 18%, compared to the three and six
months ended June 30, 2021, respectively. This increase was primarily a result
of an overall increase in sales of hardware across many of our product offerings
including Square Register, Square Terminal, and Square Reader.

Bitcoin revenue for the three and six months ended June 30, 2022 decreased by
$0.9 billion, or 34% and $2.7 billion or 44%, compared to the three and six
months ended June 30, 2021 respectively. The amount of bitcoin revenue
recognized will fluctuate depending on customer demand as well as changes in the
market price of bitcoin. This decrease in the three and six months ended June
30, 2022 was driven by the market price of bitcoin and reduced customer demand
compared to the three and six months ended June 30, 2021, respectively. While
bitcoin revenue contributed 41% and 42% of the total net revenue in the three
and six months ended June 30, 2022, gross profit generated from bitcoin
transactions was only 3% of the total gross profit in the three and six months
ended June 30, 2022, compared to 5% and 6% of total gross profit in the three
and six months ended June 30, 2021 respectively.

Cost of Revenue (in thousands, except for percentages)


                                                           Three Months Ended                                                                     Six Months Ended
                                                                June 30,                                                                              June 30,
                                  2022                 2021              $ Change              % Change                2022                 2021               $ Change               % Change
Transaction-based costs      $   875,762          $   682,349          $  193,413                     28  %       $ 1,591,998          $ 1,206,629          $    385,369                     32  %
Subscription and
services-based costs             213,271              120,810              92,461                     77  %           396,128              209,382               186,746                     89  %
Hardware costs                    83,494               61,403              22,091                     36  %           147,158              101,885                45,273                     44  %
Bitcoin costs                  1,744,425            2,669,641            (925,216)                   (35) %         3,431,884            6,105,776            (2,673,892)                   (44) %
Amortization of acquired
technology assets                 17,899                5,405              12,494                    231  %            33,368                9,705                23,663                    244  %
Total cost of revenue        $ 2,934,851          $ 3,539,608          $ (604,757)                   (17) %       $ 5,600,536          $ 7,633,377          $ (2,032,841)                   (27) %



Total cost of revenue for the three and six months ended June 30, 2022 decreased
by $0.6 billion, or 17% and $2.0 billion, or 27% compared to the three and six
months ended June 30, 2021, respectively. Bitcoin costs of revenue decreased by
$0.9 billion and $2.7 billion in the three and six months ended June 30, 2022,
respectively, compared to the three and six months ended June 30, 2021,
respectively. Excluding bitcoin costs of revenue, total cost of revenue
increased by approximately $320.5 million, or 37%, and $641.1 million, or 42% in
the three and six months ended June 30, 2022, compared to the three and six
months ended June 30, 2021, respectively.

Transaction-based costs increased by $193.4 million, or 28%, and $385.4 million,
or 32%, compared to the three and six months ended June 30, 2021, respectively,
while GPV grew by 23% and 26% in the same periods. Transaction-based
                                       54
--------------------------------------------------------------------------------
costs during the three and six months ended June 30, 2022 were affected by a
decrease in the percentage of debit card transactions, which have continued to
normalize towards pre-pandemic levels and have a lower cost per transaction.

Subscription and services-based costs for the three and six months ended June
30, 2022 increased by $92.5 million, or 77%, and 186.7 million, or 89%, compared
to the three and six months ended June 30, 2021, respectively. The increase in
the three and six months ended June 30, 2022 was driven by:

•BNPL costs of revenue following the acquisition of Afterpay in the first
quarter of 2022. The costs of revenues associated with the BNPL platform were
$58.5 million for the three months ended June 30, 2022, and $96.0 million from
the date of acquisition through June 30, 2022;

•growth in Cash App Card and Instant Deposit activity; and

•an increase in costs related to music streaming services following the acquisition of TIDAL in the second quarter of 2021.



Hardware costs for the three and six months ended June 30, 2022 increased by
$22.1 million, or 36%, and $45.3 million, or 44% compared to the three and six
months ended June 30, 2021, respectively. The increase was due to the increased
sales of hardware, as further discussed in hardware revenue above, as well as
increased purchase price variances and inbound shipping rates due to supply
chain disruptions.

Bitcoin costs for the three and six months ended June 30, 2022 decreased by $0.9
billion, or 35%, and $2.7 billion, or 44% compared to the three and six months
ended June 30, 2021, respectively. Bitcoin cost of revenue comprises of the
total amounts we pay to purchase bitcoin, which fluctuates in line with bitcoin
revenue.

Amortization of acquired technology assets increased by $12.5 million and $23.7
million in the three and six months ended June 30, 2022, respectively, compared
to the three and six months ended June 30, 2021, respectively. The increase was
driven by amortization related to the acquired technology assets from the
acquisition of Afterpay of $11.2 million and $20.1 million in the three and six
months ended June 30, 2022, respectively.

                                       55

--------------------------------------------------------------------------------

Operating Expenses (in thousands, except for percentages)


                                                   Three Months Ended                                                                    Six Months Ended
                                                        June 30,                                                                             June 30,
                          2022                 2021               $ Change             % Change                2022                 2021               $ Change              % Change
Product development   $  524,827           $  324,059           $ 200,768                     62  %       $   983,051          $   631,769          $   351,282                     56  %
% of total net
revenue                       12  %                 7  %                                                           12  %                 6  %
Sales and marketing   $  530,827           $  373,878           $ 156,949                     42  %       $ 1,032,389          $   723,338          $   309,051                     43  %
% of total net
revenue                       12  %                 8  %                                                           12  %                 7  %
General and
administrative        $  395,720           $  220,865           $ 174,855                     79  %       $   839,869          $   416,621          $   423,248                    102  %
% of total net
revenue                        9  %                 5  %                                                           10  %                 4  %
Transaction, loan,
and consumer
receivable losses     $  156,697           $   48,173           $ 108,524                    225  %       $   247,847          $    68,568          $   179,279                    261  %
% of total net
revenue                        4  %                 1  %                                                            3  %                 1  %
Bitcoin impairment
losses                $   35,961           $   45,266           $  (9,305)                   (21) %       $    35,961          $    65,126          $   (29,165)                   (45) %
% of total net
revenue                        1  %                 1  %                                                            -  %                 1  %
Amortization of
customer and other
acquired intangible
assets                $   39,389           $    3,829           $  35,560                    NM (i)       $    66,053          $     6,413          $    59,640                        NM
% of total net
revenue                        1  %                 -  %                                                            1  %                 -  %
Total operating
expenses              $       1,683,421    $       1,016,070    $ 667,351                     66  %       $ 3,205,170          $ 1,911,835          $ 1,293,335                     68  %



(i) Not meaningful ("NM")

Product development expenses for the three and six months ended June 30, 2022
increased by $200.8 million, or 62%, and $351.3 million, or 56% compared to the
three and six months ended June 30, 2021, respectively, due primarily to the
following:

•an increase of $161.5 million and $287.7 million in personnel costs for the
three and six months ended June 30, 2022, respectively, related to an increase
in headcount among our engineering, data science, and design teams, as we
continue to improve and diversify our products. The increase was additionally
driven by the acquisition of Afterpay in the first quarter of 2022. The increase
in product development personnel costs also includes an increase in share-based
compensation expense of $73.0 million and $131.2 million for the three and six
months ended June 30, 2022, respectively;

•an increase of $33.5 million and $58.3 million in software and data center
costs, consulting, and certain Cash App crypto networks operating costs for the
three and six months ended June 30, 2022, respectively, as a result of increased
capacity needs and expansion of our cloud-based services.

Sales and marketing expenses for the three and six months ended June 30, 2022
increased by $156.9 million or 42%, and $309.1 million or 43% compared to the
three and six months ended June 30, 2021, respectively, primarily due to the
following:

•an increase of $42.6 million and $79.5 million in sales and marketing personnel
costs for the three and six months ended June 30, 2022, respectively, to enable
growth initiatives. The increase in personnel related costs includes an
                                       56

--------------------------------------------------------------------------------

increase in share-based compensation expense of $11.4 million and $21.7 million for the three and six months ended June 30, 2022, respectively;



•an increase of $34.4 million and $63.7 million in advertising costs for our
Square services for the three and six months ended June 30, 2022, respectively,
primarily from increased online and television marketing campaigns;

•an increase in Cash App marketing costs for the three and six months ended June
30, 2022 of $20.6 million and $39.3 million, respectively. For the three and six
months ended June 30, 2022, Cash App customer acquisition costs increased by
$34.3 million and $67.1 million, respectively, and peer-to-peer risk loss
increased by $17.5 million and $33.6 million, respectively. Cash App customer
acquisition costs include advertising costs and costs associated with various
incentives to customers. We consider the free services such as stock investing,
Cash App Taxes, and certain Cash App Card and peer-to-peer services to Cash App
customers to be marketing initiatives aimed at attracting new customers and
encouraging the usage of Cash App; and

•an increase in sales and marketing expenses due to the acquisitions of Afterpay
and TIDAL, which were completed in the first quarter of 2022 and second quarter
of 2021, respectively.

General and administrative expenses for the three and six months ended June 30,
2022 increased by $174.9 million or 79%, and $423.2 million or 102% compared to
the three and six months ended June 30, 2021, respectively, primarily due to the
following:

•an increase of $114.8 million and $279.5 million in general and administrative
personnel costs for the three and six months ended June 30, 2022, respectively,
mainly as a result of additions to our customer support, finance, and legal
personnel as we continued to add resources and skills to support our long-term
growth as our business continues to scale, and as a result of the acquisition of
Afterpay in the first quarter of 2022. The increase in general and
administrative personnel costs includes an increase in share-based compensation
expense of $40.4 million and $47.8 million for the three and six months ended
June 30, 2022, respectively;

•acquisition-related integration and other expenses related to Afterpay of $13.5
million and $55.9 million for the three and six months ended June 30, 2022, as
well as a $66.3 million one-time charge related to the acceleration of various
stock compensation arrangements in connection with the Afterpay acquisition
during the three months ended March 31, 2022, which was additional to ongoing
share-based compensation expense for Afterpay employees; and

•an increase in software and third-party legal, subscription costs and other professional fees, and other administrative expenses.



Transaction, loan, and consumer receivable losses for the three and six months
ended June 30, 2022 increased by $108.5 million, or 225%, and $179.3 million, or
261% compared to the three and six months ended June 30, 2021, respectively,
primarily due to the following:

•an increase in the allowance for credit losses related to consumer receivables
of $93.0 million from January 31, 2022, the date of the acquisition of Afterpay,
to June 30, 2022, including an increase of $56.5 million in the allowance during
the three months ended June 30, 2022;

•an increase in transaction losses for the three and six months ended June 30,
2022 of $39.0 million and $64.5 million compared to the three and six months
ended June 30, 2021, respectively. The increase in the three and six months
ended June 30, 2022 was primarily due to growth in Square GPV; and

•an increase in loan losses for the three and six months ended June 30, 2022 of
$13.0 million and $21.8 million compared to the three and six months ended June
30, 2021, respectively. The increase in loan losses in the three and six months
ended June 30, 2022 as compared to June 30, 2021 was due to increased loan
volumes.

We recorded $36.0 million of bitcoin impairment losses in the three months ended
June 30, 2022 and no bitcoin impairment losses in the three months ended March
31, 2022. In the three and six months ended June 30, 2021, bitcoin impairment
losses were $45.3 million and $65.1 million, respectively. As of June 30, 2022,
the fair value of our investment in bitcoin was $160.0 million based on
observable market prices, which is $47.1 million in excess of the carrying value
of our
                                       57
--------------------------------------------------------------------------------
investment of $112.9 million after impairment charges. Any unrealized gains or
losses on our bitcoin investment will only be recognized upon the sale of such
bitcoin investment.

Amortization of customer and other acquired intangible assets increased $35.6
million and $59.6 million for the three and six months ended June 30, 2022,
respectively, primarily as a result of the intangible assets from the Afterpay
acquisition, which increased the amortization of intangibles by $35.0 million
and $57.1 million for the three and six months ended June 30, 2022. Refer to
Note 11, Acquired Intangible Assets within Notes to the Condensed Consolidated
Financial Statements for more details.

Interest Expense, Net, and Other Expense (Income), Net (in thousands, except for
percentages)
                                                      Three Months Ended                                                             Six Months Ended
                                                           June 30,                                                                      June 30,
                                2022               2021            $ Change            % Change               2022               2021            $ Change            % Change

Interest expense, net       $  12,966          $   6,464          $  6,502                   101  %       $  28,714          $   6,717          $ 21,997                   327  %
Other income, net           $ (18,766)         $ (75,788)         $ 57,022                   (75) %       $ (52,238)         $ (48,260)         $ (3,978)                    8  %



Interest expense, net for the three and six months ended June 30, 2022 increased
by $6.5 million and $22.0 million compared to the three and six months ended
June 30, 2021, respectively. The increase was primarily due to interest expense
related to our 2026 Senior Notes and 2031 Senior Notes. Refer to Note 15,
Indebtedness within Notes to the Condensed Consolidated Financial Statements for
further details.

We recognized other income, net of $18.8 million and $52.2 million for the three
and six months ended June 30, 2022, respectively, compared to other income, net
of $75.8 million and $48.3 million for the three and six months ended June 30,
2021, respectively. The decrease of $57.0 million in the three months ended June
30, 2022 was primarily due to a $73.3 million mark to market net gain of our
equity investment in DoorDash in the three months ended June 30, 2021. We
completed the sale of our investment in DoorDash in June 2021, and as a result
this investment did not impact the results in subsequent periods. The increase
of $4.0 million in the six months ended June 30, 2022 was primarily due to an
unrealized gain of $59.8 million recorded during the first quarter of 2022,
arising from the revaluation of a non-marketable investment, partially offset by
the net gain on our DoorDash investment recorded in 2021, as described above.

                                       58

--------------------------------------------------------------------------------

Segment Results



The Company has two reportable segments, Square and Cash App. The results of
Afterpay have been equally allocated to the Square and Cash App segments as
management has determined that Afterpay's BNPL platform will contribute equally
to both the Square and Cash App platforms. Refer to Note 21, Segment and
Geographical Information within Notes to the Condensed Consolidated Financial
Statements for more details.

Square Results



The following tables provide a summary of the revenue and gross profit for our
Square segment for the three and six months ended June 30, 2022 and 2021 (in
thousands):
                                                       Three Months Ended                                                                  Six Months Ended
                                                            June 30,                                                                           June 30,
                               2022                 2021              $ Change            % Change                2022                 2021              $ Change            % Change
Net revenue               $ 1,725,525          $ 1,311,488          $ 414,037                    32  %       $ 3,169,229          $ 2,329,142            840,087                    36  %
Cost of revenue               970,086              726,351            243,735                    34  %         1,752,569            1,275,989            476,580                    37  %
Gross profit              $   755,439          $   585,137          $ 170,302                    29  %       $ 1,416,660          $ 1,053,153          $ 363,507                    35  %



Revenue

Revenue for the Square segment for the three and six months ended June 30, 2022
increased by $414.0 million, or 32%, and $840.1 million, or 36% compared to the
three and six months ended June 30, 2021, respectively. The increase was
primarily due to growth in Square GPV as well as attributable to continued
improvements experienced in both card-present volumes and growth in
higher-priced card-not-present transactions, as well as an increase in
subscription and services-based revenue, which was primarily due to the growth
in seller banking products, including the increased origination volumes of
Square Loans, as well as software subscriptions. The increase in revenue for the
Square segment was also due to the revenue generated from the BNPL platform
following the acquisition of Afterpay.

Cost of Revenue



Cost of revenue for the Square segment for the three and six months ended June
30, 2022 increased by $243.7 million, or 34%, and $476.6 million, or 37%
compared to the three and six months ended June 30, 2021, respectively, which
was consistent with the increase in Square revenue of $414.0 million and $840.1
million for the three and six months ended June 30, 2022, compared to the three
and six months ended June 30, 2021, respectively. Transaction-based costs during
the three and six months ended June 30, 2022 were affected by a decrease in the
percentage of debit card transactions, which have continued to normalize towards
pre-pandemic levels, and have a lower cost per transaction,

Cash App Results



The following tables provide a summary of the revenue and gross profit for our
Cash App segment for the three and six months ended June 30, 2022 and 2021 (in
thousands):
                                                       Three Months Ended                                                                     Six Months Ended
                                                            June 30,                                                                              June 30,
                              2022                 2021              $ Change              % Change                2022                 2021               $ Change               % Change
Net revenue              $ 2,622,133          $ 3,330,191          $ (708,058)                   (21) %       $ 5,084,476          $ 7,369,807          $ (2,285,331)                   (31) %
Cost of revenue            1,917,240            2,784,138            (866,898)                   (31) %         3,755,924            6,328,269            (2,572,345)                   (41) %
Gross profit             $   704,893          $   546,053          $  158,840                     29  %       $ 1,328,552          $ 1,041,538          $    287,014                     28  %



                                       59

--------------------------------------------------------------------------------

Revenue



Revenue for the Cash App segment for the three and six months ended June 30,
2022 decreased by $708.1 million, or 21%, and $2.3 billion, or 31% compared to
the three and six months ended June 30, 2021, respectively. The primary driver
was a decrease in bitcoin revenue, slightly offset by growth in Cash App Instant
Deposit, Cash App Card, and Cash for Business. Bitcoin revenue has and will
fluctuate depending on customer demand, as well as changes in the market price
of bitcoin. The decrease in bitcoin revenue in the three and six months ended
June 30, 2022 was driven primarily reduced customer demand and by the market
price of bitcoin during the three and six months ended June 30, 2022, compared
to the three and six months ended June 30, 2021. While bitcoin contributed 41%
and 42% of the total net revenue for the three and six months ended June 30,
2022, respectively, gross profit generated from bitcoin was 3% of the total
gross profit.

Excluding $1.8 billion and $3.5 billion in bitcoin revenue for the three and six
months ended June 30, 2022, Cash App revenue increased by $230.4 million, or
38%, and $433.4 million, or 38% in the three and six months ended June 30, 2022,
compared to the three and six months ended June 30, 2021, respectively, due to
growth in the number of active Cash App accounts, an increase in the number of
business accounts, an increase of transaction fees related to Cash App Card and
instant deposit, and revenue generated from the BNPL platform following the
acquisition of Afterpay.

Cost of Revenue



Cost of revenue for the Cash App segment for the three and six months ended June
30, 2022 decreased by $866.9 million, or 31%, and $2.6 billion, or 41% compared
to the three and six months ended June 30, 2021, respectively. The primary
driver was a decrease in bitcoin revenue and the associated costs of such
revenue, as discussed further above. Excluding $1.7 billion and $3.4 billion in
bitcoin cost of revenue in the three and six months ended June 30, 2022, Cash
App cost of revenue increased by approximately $58.3 million, or 51%, and $101.5
million, or 46% in the three and six months ended June 30, 2022, compared to the
three and six months ended June 30, 2021, respectively, due to growth in Cash
App Card, Cash App Instant Deposit, and Cash App business GPV.

Key Operating Metrics and Non-GAAP Financial Measures



We collect and analyze operating and financial data to evaluate the health of
our business, allocate our resources, and assess our performance. In addition to
total net revenue, net income (loss), and other results under generally accepted
accounting principles ("GAAP"), the following tables set forth key operating
metrics and non-GAAP financial measures we use to evaluate our business. We
believe these metrics and measures are useful to facilitate period-to-period
comparisons of our business, and to facilitate comparisons of our performance to
that of other payment solution providers.

                                                  Three Months Ended             Six Months Ended
                                                       June 30,                      June 30,
                                                 2022           2021           2022           2021

Gross Payment Volume ("GPV") (in millions) $ 52,499 $ 42,828 $ 96,003 $ 75,966



 Adjusted EBITDA (in thousands)               $ 187,342      $ 359,820

$ 382,703 $ 596,069

Adjusted Net Income Per Share:


 Basic                                        $    0.19      $    0.56      $    0.38      $    0.93
 Diluted                                      $    0.18      $    0.49      $    0.36      $    0.81



Gross Payment Volume (GPV)

We define GPV as the total dollar amount of all card payments processed by
sellers using Square, net of refunds, and ACH transfers. Additionally, GPV
includes Cash App Business GPV, which is comprised of Cash App activity related
to peer-to-peer transactions received by business accounts, and peer-to-peer
payments sent from a credit card. GPV does not include BNPL.

                                       60

--------------------------------------------------------------------------------

Adjusted EBITDA and Adjusted Net Income Per Share ("Adjusted EPS")



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

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

•Subsequent to the adoption of ASU 2020-06 on January 1, 2021, we recognize
non-cash interest expense related to amortization of debt issuance costs on
convertible notes and senior notes. We believe that excluding this expense from
our non-GAAP measures is useful to investors because such incremental non-cash
interest expense does not represent a current or future cash outflow for the
Company and is therefore not indicative of our continuing operations or
meaningful when comparing current results to past results. Additionally, for
purposes of calculating diluted Adjusted EPS we add back cash interest expense
on convertible notes, as if converted at the beginning of the period, if the
impact is dilutive.

•We exclude gain or loss on the disposal of property and equipment, gain or loss
on revaluation of equity investments, and bitcoin impairment losses on our
investment in bitcoin, as applicable, from non-GAAP financial measures because
we do not believe that these items are reflective of our ongoing business
operations.

•To aid in comparability of our results across periods and with peer companies
that may not have similar expenses, we also exclude certain transaction and
integration costs associated with business combinations, and various other costs
that are not normal operating expenses. Transaction costs include amounts paid
to redeem acquirees' unvested share-based compensation awards, and legal,
accounting, valuation, and due diligence costs. Integration costs include
advisory and other professional services or consulting fees necessary to
integrate acquired businesses. Other costs that are not reflective of our core
business operating expenses may include contingent losses, litigation and
regulatory charges. We also add back the impact of the acquired deferred revenue
and deferred cost adjustment, which was written down to fair value in purchase
accounting.

In addition to the items above, Adjusted EBITDA as a non-GAAP financial measure also excludes depreciation and amortization, other cash interest income and expense, and other income and expense.



Beginning in the first quarter of 2022, we have included the tax impact of the
non-GAAP adjustments in determining the Adjusted EPS. We determined the adjusted
provision (benefit) for income taxes by calculating the estimated annual
effective tax rate based on adjusted pre-tax income and applying it to Adjusted
Net Income before income taxes. The prior period Adjusted EPS presentation has
also been revised to conform with our new calculation and presentation.

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

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

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

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


                                       61
--------------------------------------------------------------------------------
In addition to the limitations above, Adjusted EBITDA as a non-GAAP financial
measure does not reflect the effect of depreciation and amortization expense and
related cash capital requirements, income taxes that may represent a reduction
in cash available to us, and the effect of foreign currency exchange gains or
losses, which is included in other income and expense.

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

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

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for each of the periods indicated (in thousands):


                                                                Three Months Ended                      Six Months Ended
                                                                     June 30,                               June 30,
                                                             2022                2021               2022                2021

Net income (loss) attributable to common stockholders $ (208,014)

  $ 204,021          $ (412,213)         $ 243,029
Net loss attributable to noncontrolling interests            (1,263)              (343)             (4,427)              (343)
Net income (loss)                                          (209,277)           203,678            (416,640)           242,686
Share-based compensation expense                            256,638            146,365             532,061            264,988
Depreciation and amortization                                90,839             28,394             160,895             57,595
Acquisition-related, integration and other costs             17,067             14,292              93,132             14,318
Interest expense, net                                        12,966              6,464              28,714              6,717
Other income, net                                           (18,766)           (75,788)            (52,238)           (48,260)
Bitcoin impairment losses                                    35,961             45,266              35,961             65,126
Provision (benefit) for income taxes                          1,304             (9,360)               (398)            (8,413)
Loss on disposal of property and equipment                      548                374               1,082                989

Acquired deferred revenue adjustment                            103                195                 221                447
Acquired deferred cost adjustment                               (41)               (60)                (87)              (124)
Adjusted EBITDA                                          $  187,342          $ 359,820          $  382,703          $ 596,069



                                       62

--------------------------------------------------------------------------------
The following table presents a reconciliation of net income (loss) to Adjusted
Net Income and Adjusted EPS for each of the periods indicated, with revisions to
the prior period to include the tax effect of non-GAAP net income adjustments as
described above (in thousands, except per share data):
                                                                Three Months Ended                      Six Months Ended
                                                                     June 30,                               June 30,
                                                             2022                2021               2022                2021

Net income (loss) attributable to common stockholders $ (208,014)

  $ 204,021          $ (412,213)         $ 243,029
Net loss attributable to noncontrolling interests            (1,263)              (343)             (4,427)              (343)
Net income (loss)                                          (209,277)           203,678            (416,640)           242,686
Share-based compensation expense                            256,638            146,365             532,061            264,988
Acquisition-related, integration and other costs             17,067             14,292              93,132             14,318
Amortization of intangible assets                            57,288              9,234              99,421             16,118
Amortization of debt discount and issuance costs              3,826              2,305               7,456              4,137
Loss (gain) on revaluation of equity investments              5,115            (76,744)            (44,626)           (47,844)
Bitcoin impairment losses                                    35,961             45,266              35,961             65,126

Loss on disposal of property and equipment                      548                374               1,082                989

Acquired deferred revenue adjustment                            103                195                 221                447
Acquired deferred cost adjustment                               (41)               (60)                (87)              (124)
Tax effect of non-GAAP net income adjustments               (57,734)           (90,447)            (96,060)          (137,984)
Adjusted Net Income - basic                              $  109,494          $ 254,458          $  211,921          $ 422,857
Cash interest expense on convertible notes                    1,247              1,611               2,488              3,339
Adjusted Net Income - diluted                            $  110,741

$ 256,069 $ 214,409 $ 426,196



Weighted-average shares used to compute Adjusted Net
Income Per Share:
Basic                                                       581,350            455,431             561,501            455,203
Diluted                                                     619,272            522,577             602,002            523,557

Adjusted Net Income Per Share:
Basic                                                    $     0.19          $    0.56          $     0.38          $    0.93
Diluted                                                  $     0.18          $    0.49          $     0.36          $    0.81



Diluted Adjusted Net Income Per Share is computed by dividing Adjusted Net
Income by the weighted-average number of shares of common stock outstanding
adjusted for the dilutive effect of all potential shares of common stock. In
periods when we reported an Adjusted Net Loss, diluted Adjusted Net Income Per
Share is the same as basic Adjusted Net Income Per Share because the effects of
potentially dilutive items were anti-dilutive.

The following table presents a reconciliation of the tax effect of non-GAAP net
income adjustments to our provision (benefit) for income taxes (in thousands,
except effective tax rate):
                                                          Three Months Ended                     Six Months Ended
                                                               June 30,                              June 30,
                                                        2022               2021              2022               2021

Provision (benefit) for income taxes, as reported $ 1,304 $ (9,360) $ (398) $ (8,413) Tax effect of non-GAAP net income adjustments

           57,734            90,447            96,060            137,984
Adjusted provision for income taxes, non-GAAP       $   59,038          $ 81,087          $ 95,662          $ 129,571
Non-GAAP effective tax rate                         35%                 24%               31%               23%


We determined the adjusted provision for income taxes by calculating the estimated annual effective tax rate based on adjusted pre-tax income and applying it to Adjusted Net Income before income taxes.


                                       63

--------------------------------------------------------------------------------

Liquidity and Capital Resources

Liquidity Sources



As of June 30, 2022, we had approximately $6.8 billion in available funds,
including an undrawn amount of $600.0 million available under our revolving
credit facility. Additionally, we had $1.5 billion available under our warehouse
funding facilities. Refer to Note 15, Indebtedness within Notes to the Condensed
Consolidated Financial Statements for more details. We intend to continue
focusing on our long-term business initiatives and believe that our available
funds are sufficient to meet our liquidity needs for the foreseeable future. As
of June 30, 2022, we were in compliance with all covenants associated with our
revolving credit facility and senior notes. None of our warehouse funding
facilities contain financial covenants.

The following table summarizes our cash, cash equivalents, restricted cash,
customer funds, and investments in marketable debt securities (in thousands):
                                                                                          December 31,
                                                                   June 30, 2022              2021
Cash and cash equivalents                                       $     4,020,466          $  4,443,669
Short-term restricted cash                                              156,984                18,778
Long-term restricted cash                                                71,702                71,702
Customer funds cash and cash equivalents                              2,905,377                2,440,941

Cash, cash equivalents, restricted cash, and customer funds 7,154,529

             6,975,090
Investments in short-term debt securities                               938,998               869,283
Investments in long-term debt securities                              1,019,340             1,526,430

Cash, cash equivalents, restricted cash, customer funds, and investments in marketable debt securities

                       $     

9,112,867 $ 9,370,803





Our principal sources of liquidity are our cash and cash equivalents, including
cash from operations, and investments in marketable debt securities. As of June
30, 2022, we had $9.1 billion of cash and cash equivalents, restricted cash,
customer funds cash and cash equivalents, and investments in marketable debt
securities. Cash and cash equivalents related to customer funds are separate
from our corporate funds and are not used for any corporate purposes. These
funds are not used for our liquidity, but rather to meet the obligations set
aside for customers. Investments in marketable debt securities were held
primarily in cash deposits, U.S. government and agency securities, corporate
bonds, money market funds, reverse repurchase agreements, and commercial paper.
We consider all highly liquid investments with an original maturity of three
months or less when purchased to be cash equivalents. Our investments in
marketable debt securities are classified as available-for-sale. Excluding
customer funds, the balance of cash and cash equivalents, restricted cash, and
investments in marketable debt securities as of June 30, 2022 was $6.2 billion.
From time to time, we have raised capital by issuing equity, equity-linked, or
debt securities such as our convertible notes and senior notes. We do not have
any off-balance sheet arrangements during the periods presented.

We purchased an aggregate $220.0 million in bitcoin in 2020 and 2021, with no
purchases in the three and six months ended June 30, 2022. We believe
cryptocurrency is an instrument of economic empowerment that aligns with our
corporate purpose. We expect to hold these investments for the long term but
will continue to reassess our investment in bitcoin relative to our balance
sheet. As bitcoin is considered an indefinite-lived intangible asset, under the
accounting policy for such assets, we are required to recognize any decreases in
market prices below carrying value as an impairment charge, with any mark up in
value or reversal of impairment prohibited if the market price of bitcoin
subsequently increases. We recorded an impairment charge on our investment in
bitcoin of $36.0 million in the three months ended June 30, 2022. We did not
record an impairment charge in the three months ended March 31, 2022. As of June
30, 2022, the cumulative impairment charges to date were $107.1 million. The
fair value of our investment in bitcoin was $160.0 million as of June 30, 2022
based on observable market prices, which was $47.1 million in excess of the
Company's carrying value of $112.9 million after impairment charges were
recorded.

In September 2020, we announced our intent to invest $100.0 million in
supporting underserved communities, particularly, racial and ethnic minority
groups who have been disproportionately affected by COVID-19. This initiative
further deepens our commitment toward economic empowerment to help broaden such
communities' access to financial services. As of June 30, 2022, we have invested
$26.2 million in aggregate towards this initiative, of which $2.1 million and
$4.3 million was invested in the three and six months ended June 30, 2022,
respectively.
                                       64
--------------------------------------------------------------------------------

Our principal commitments consist of convertible notes, senior notes, revolving
credit facility, warehouse funding facilities, operating leases, capital leases,
and purchase commitments.

Senior Notes and Convertible Notes



As of June 30, 2022, we held over $4.6 billion in aggregate principal amount of
debt, comprised of $460.6 million in aggregate principal amount of convertible
senior notes that mature on May 15, 2023 ("2023 Convertible Notes"), $1.0
billion in aggregate amount of convertible senior notes that mature on March 1,
2025 ("2025 Convertible Notes"), $575.0 million in aggregate amount of
convertible senior notes that mature on May 1, 2026 ("2026 Convertible Notes"),
and $575.0 million in aggregate amount of convertible senior notes that mature
on November 1, 2027 ("2027 Convertible Notes," and together with the 2023
Convertible Notes, 2025 Convertible Notes, and 2026 Convertible Notes, the
"Convertible Notes"). Additionally, on May 20, 2021, we issued $1.0 billion in
aggregate principal amount of outstanding senior unsecured notes that mature on
June 1, 2026 ("2026 Senior Notes") and $1.0 billion in aggregate principal
amount of outstanding senior unsecured notes that mature on June 1, 2031 ("2031
Senior Notes" and, together with the 2026 Senior Notes, the "Senior Notes" and,
together with the Convertible Notes, the "Notes"). The 2023 Convertible Notes
bear interest at a rate of 0.50% payable semi-annually on May 15 and November 15
of each year, the 2025 Convertible Notes bear interest at a rate of 0.125%
payable semi-annually on March 1 and September 1 of each year, the 2026
Convertible Notes bear no interest, and the 2027 Convertible Notes bear interest
at a rate of 0.25% payable semi-annually on May 1 and November 1 of each year.
These Convertible Notes can be converted or repurchased prior to maturity if
certain conditions are met. The 2026 Senior Notes bear interest a rate of 2.75%
payable semi-annually on June 1 and December 1, while the 2031 Senior Notes bear
interest at a rate of 3.50% payable semi-annually on June 1 and December 1 of
each year. These Senior Notes can be redeemed or repurchased prior to maturity
if certain conditions are met.

On January 31, 2022, we closed the acquisition of Afterpay and assumed
Afterpay's outstanding convertible notes of $1.1 billion, which we redeemed in
cash on March 4, 2022 at face value. Refer to Note 9, Acquisitions within Notes
to the Condensed Consolidated Financial Statements for further details.

Revolving Credit Facility



We have entered into a revolving credit agreement with certain lenders, as
subsequently amended, which provides a $500.0 million senior unsecured revolving
credit facility (the "2020 Credit Facility") maturing in May 2024. On February
23, 2022, the Company entered into a sixth amendment to the Credit Agreement to,
among other things, provide for a new tranche of unsecured revolving loan
commitments in an aggregate principal amount of up to $100.0 million (the
"Tranche B Loans"). Loans under the 2020 Credit Facility, excluding the Tranche
B Loans, bear interest at our option of (i) a base rate based on the highest of
the prime rate, the federal funds rate plus 0.50%, and the adjusted LIBOR rate
plus 1.00%, in each case, plus a margin ranging from 0.25% to 0.75% or (ii) an
adjusted LIBOR rate plus a margin ranging from 1.25% to 1.75%. The margin is
determined based on our total net leverage ratio, as defined in the agreement.
The Tranche B Loans bear interest at the Company's option of (i) an annual rate
based on the forward-looking term rate based on the Secured Overnight Financing
Rate ("Term SOFR") or (ii) 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 the Company's 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 the Company's total net leverage ratio. We are obligated to pay
other customary fees for a credit facility of this size and type including an
unused commitment fee of 0.15%. To date, no funds have been drawn and no letters
of credit have been issued under the 2020 Credit Facility. Refer to Note 15,
Indebtedness within Notes to the Condensed Consolidated Financial Statements for
more details on these transactions.

Warehouse Funding Facilities



Following the acquisition of Afterpay, we assumed Afterpay's existing warehouse
funding facilities ("Warehouse Facilities") with an aggregate commitment amount
of $1.7 billion on a revolving basis, of which $0.2 billion was drawn and $1.5
billion remained available as of June 30, 2022. The Warehouse Facilities have
been arranged utilizing wholly-owned and consolidated entities formed for the
sole purpose of financing the origination of consumer receivables to partly fund
our BNPL platform. Borrowings under the Warehouse Facilities are secured against
the respective consumer receivables. Refer to Note 15, Indebtedness within Notes
to the Condensed Consolidated Financial Statements for more details.

                                       65

--------------------------------------------------------------------------------

Cash, Restricted Cash, and Working Capital



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

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

Short-term restricted cash of $157.0 million as of June 30, 2022 primarily
reflects pledged cash deposited into savings accounts at the financial
institutions that process our sellers' payments transactions and as collateral
pursuant to agreements with third-party originating banks for certain loan
products. We use the restricted cash to secure letters of credit with these
financial institutions to provide collateral for liabilities arising from cash
flow timing differences in the processing of these payments. We have recorded
this amount as a current asset on our condensed consolidated balance sheets
given the short-term nature of these cash flow timing differences and that there
is no minimum time frame during which the cash must remain restricted.
Additionally, this balance includes certain amounts held as collateral pursuant
to multi-year lease agreements, which we expect to become unrestricted within
the next year.

Long-term restricted cash of $71.7 million as of June 30, 2022 is primarily
related to a reserve deposit to satisfy the capital and liquidity requirements
associated with the banking operations of SFS mandated by the FDIC, as well as
cash deposited into money market funds that is used as collateral pursuant to
multi-year lease agreements. We have recorded these amounts as non-current
assets on our condensed consolidated balance sheets as we are required to
establish and maintain the reserve deposit at all times to support the ongoing
liquidity obligations of SFS, and due to certain lease terms extending beyond
one year.

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



•Timing of period end. For periods that end on a weekend or a bank holiday, our
cash and cash equivalents, settlements receivable, and customers payable
balances typically will be higher than for periods ending on a weekday, as we
settle to our sellers for payment processing activity on business days; and

•Fluctuations in daily GPV. When daily GPV increases, our cash and cash
equivalents, settlements receivable, and customers payable amounts increase.
Typically our settlements receivable and customers payable balances at period
end represent one to four days of receivables and disbursements to be made in
the subsequent period. Customers payable, excluding amounts attributable to Cash
App stored funds, and settlements receivable balances typically move in tandem,
as pay-out and pay-in largely occur on the same business day. However, customers
payable balances will be greater in amount than settlements receivable balances
due to the fact that a subset of funds are held due to unlinked bank accounts,
risk holds, and chargebacks. Also customer funds obligations, which are included
in customers payable, may cause customers payable to trend differently than
settlements receivable. Holidays and day-of-week may also cause significant
volatility in daily GPV amounts.
                                       66
--------------------------------------------------------------------------------

Safeguarding Obligation Liability and Safeguarding Asset Related to Bitcoin Held for Other Parties



As detailed in Note 14, Bitcoin Held for Other Parties within Notes to the
Condensed Consolidated Financial Statements, upon the adoption of SAB 121, we
recorded a safeguarding obligation liability and a corresponding safeguarding
asset related to the bitcoin held for other parties. As of June 30, 2022, the
safeguarding obligation liability related to bitcoin held for other parties was
$507.5 million. We have taken steps to mitigate the potential risk of loss for
the bitcoin held for other parties, including holding insurance coverage
specifically for certain bitcoin incidents and using secure cold storage to
store the vast majority of bitcoin. SAB 121 also asks us to consider the legal
ownership of the bitcoin held for other parties, including whether the bitcoin
held for other parties would be available to satisfy general creditor claims in
the event of Block's bankruptcy. The legal rights of people with respect to
crypto-assets held on their behalf by a custodian, such as us, upon the
custodian's bankruptcy have not yet been settled by courts and are highly fact
dependent. Our contractual arrangements state that our customers and trading
partners retain legal ownership of the bitcoin custodied by us on their behalf;
they have the right to sell, pledge, or transfer the bitcoin; and they also
benefit from the rewards and bear the risks associated with the ownership,
including as a result of any bitcoin price fluctuations. We have been monitoring
and will continue to actively monitor legal and regulatory developments and may
consider further steps, as appropriate, to support this contractual position so
that in the event of Block's bankruptcy, the bitcoin custodied by us should not
be deemed to be part of Block's bankruptcy estate. We do not expect potential
future cash flows associated with the bitcoin safeguarding obligation liability.

Cash Flow Activities



The condensed consolidated statements of cash flows for the six months ended
June 30, 2022 has been revised to reflect changes in the cash flow presentation
adopted in 2021. Previously, the total changes in customer funds and customers
payable were presented within operating activities within the Company's
condensed consolidated statements of cash flows. The adjustment resulted in
reclassifying changes in customer funds and cash and cash equivalents associated
with customers payable as financing activities. The adjustment also resulted in
the portion of customer funds that is held in cash and cash equivalents,
restricted cash, and customer funds to be included in the beginning and ending
period totals of cash, cash equivalents, restricted cash, and customer funds.
Prior period amounts have been adjusted to this presentation. Refer to Note 1,
Description of the Business and Summary of Significant Accounting Policies
within Notes to the Condensed Consolidated Financial Statements for further
details.

The following table summarizes our cash flow activities (in thousands):



                                                                         Six Months Ended
                                                                             June 30,
                                                                     2022                  2021
Net cash provided by operating activities                      $     114,797          $   246,154
Net cash provided by (used in) investing activities                1,340,283             (933,039)
Net cash provided by (used in) financing activities               (1,240,199)           2,920,992

Effect of foreign exchange rate on cash and cash equivalents (35,442)

              (7,092)
Net increase in cash, cash equivalents, restricted cash, and
customer funds                                                 $     179,439          $ 2,227,015



                                       67

--------------------------------------------------------------------------------

Cash Flows from Operating Activities



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

For the six months ended June 30, 2022, cash provided by operating activities
was $114.8 million. Net loss was $416.6 million, adjusted for the add back of
net non-cash expenses of $740.5 million, consisting primarily of share-based
compensation; transaction, loan, and consumer receivable losses; depreciation
and amortization; bitcoin impairment losses; and non-cash lease expenses; which
contributed positively to operating activities; partially offset by gains on
revaluation of equity investments. Additionally, there was a net inflow from the
repayment and forgiveness of PPP loans, and a net outflow related to changes in
other assets and liabilities of $238.4 million due to timing of period end.

For the six months ended June 30, 2021, cash provided by operating activities
was $246.2 million. Net income was $242.7 million, adjusted for the add back of
net non-cash expenses of $460.3 million, consisting primarily of share-based
compensation, transaction and loan losses, bitcoin impairment losses,
depreciation and amortization, and non-cash lease expenses, which contributed
positively to operating activities. This was offset by net outflow of PPP loans
of $269.9 million, as well as a net outflow from changes in other assets and
liabilities of $185.3 million due to timing.

Cash Flows from Investing Activities

Cash flows provided by, or used in, investing activities primarily relate to capital expenditures to support our growth, investments in marketable debt securities, bitcoin, and business acquisitions.



For the six months ended June 30, 2022, cash provided by investing activities
was $1.3 billion, primarily due to the net proceeds from the sales and
maturities of marketable securities including investments from customer funds of
$1.2 billion, the net cash acquired through acquisitions during the period
including Afterpay of $539.5 million, and a net inflow related to consumer
receivables of $144.4 million. These were partially offset by the purchases of
marketable debt securities, property and equipment, and other investments of
$383.4 million, $85.4 million, and $39.4 million, respectively.
For the six months ended June 30, 2021, cash used in investing activities was
$933.0 million, primarily due to the net investments of marketable securities
including investments from customer funds of $864.9 million, purchases of
bitcoin and other investments of $215.4 million, business acquisitions, net of
cash acquired of $164.3 million, and the purchase of property and equipment of
$66.6 million, partially offset by the proceeds from sale of equity investments
of $378.2 million.

Cash Flows from Financing Activities



For the six months ended June 30, 2022, cash used in financing activities was
$1.2 billion primarily as a result of the payment to redeem convertible notes
assumed upon the acquisition of Afterpay of $1.1 billion, repayments of the
PPPLF advances of $429.1 million, partially offset by net proceeds from
Warehouse Facilities borrowings of $93.7 million, a change in customer funds of
$74.4 million, a net increase in non-interest bearing deposits related to Square
Financial Services of $53.8 million, as well as proceeds from the exercise of
stock options and purchases under the employee stock purchase plan of $43.1
million.

For the six months ended June 30, 2021, cash provided by financing activities
was $2.9 billion as a result of $2.0 billion in net proceeds from the 2031
Senior Notes and 2026 Senior Notes offerings, the change in customer funds of
$809.6 million, as well as proceeds, net of repayments of the PPPLF advances, of
$359.6 million, proceeds from issuances of common stock from the exercise of
options, and purchases under our employee share purchase plan of $72.2 million,
partially offset by payments for employee tax withholding related to vesting of
restricted stock units of $292.2 million.
                                       68

--------------------------------------------------------------------------------

Critical Accounting Policies and Estimates



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

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, we believe accounting policies and the assumptions and estimates associated with transaction, loan, and consumer receivable losses could potentially have a material effect on our condensed consolidated financial statements and is therefore a critical accounting policy and estimate.



Additionally, we consider accounting for business combinations under ASC 805,
Business Combinations, to also be a critical accounting policy and estimate as
it requires management to make significant estimates and assumptions, including
the valuation of intangible assets acquired, determination of fair values of
liabilities assumed including pre-acquisition contingencies, and valuation of
contingent consideration, where applicable. Although we believe that the
assumptions and estimates we have made have been reasonable and appropriate,
they are based in part on historical experience and information obtained from
the management of the acquired companies and are inherently uncertain.
Unanticipated events and circumstances may occur that may affect the accuracy or
validity of such assumptions, estimates or actual results.

Recent Accounting Pronouncements

See "Recent Accounting Pronouncements" described in Note 1, Description of Business and Summary of Significant Accounting Policies within Notes to the Condensed Consolidated Financial Statements.

© Edgar Online, source Glimpses