BLOCK, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

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.

Insight

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 or in-app
purchases at designated merchants. Customers can also use their stored funds to
buy and sell bitcoin and equity investments within Cash App. Cash
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App Borrow offers 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 generally split their
purchase price across three to four installments, 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. Afterpay results are included in our financial statements from
the date of acquisition, January 31, 2022.

Operating results

Revenue (in thousands, except for percentages)

                                                          Three Months Ended                                                                     Nine Months Ended
                                                            September 30,                                                                          September 30,
                                 2022                 2021              $ Change             % Change                 2022                  2021                $ Change              % Change
Transaction-based revenue   $ 1,517,890          $ 1,297,040          $ 220,850                      17  %       $  4,226,566          $  3,484,245          $   742,321                     21  %
Subscription and
services-based revenue        1,191,511              694,770            496,741                      71  %          3,245,924             1,937,629            1,308,295                     68  %
Hardware revenue                 43,388               37,255              6,133                      16  %            128,765               109,769               18,996                     17  %
Bitcoin revenue               1,762,752            1,815,662            (52,910)                     (3) %          5,279,430             8,051,026           (2,771,596)                   (34) %
Total net revenue           $ 4,515,541          $ 3,844,727          $ 670,814                      17  %       $ 12,880,685          $ 13,582,669          $  (701,984)                    (5) %


Total net revenue for the three months ended September 30, 2022 increased by
$670.8 million, or 17%, compared to the three months ended September 30, 2021.
Total net revenue for the nine months ended September 30, 2022 decreased by
$702.0 million, or 5%, compared to the nine months ended September 30, 2021.
Bitcoin revenue decreased by $52.9 million and $2.8 billion for the three and
nine months ended September 30, 2022 compared to the three and nine months ended
September 30, 2021, respectively. Excluding bitcoin revenue, total net revenue
increased by $723.7 million, or 36%, and $2.1 billion, or 37% in the three and
nine months ended September 30, 2022 compared to the three and nine months ended
September 30, 2021, respectively. Revenue from the BNPL platform, which is
attributable to Afterpay and includes fees generated from consumer receivables,
late fees, and certain affiliate and advertising fees from the platform, was 5%
of total net revenue in the three months ended September 30, 2022, and 4% from
the date of acquisition through September 30, 2022.

Transaction-based revenue for the three and nine months ended September 30, 2022
increased by $220.9 million, or 17%, and $742.3 million, or 21%, compared to the
three and nine months ended September 30, 2021, respectively. This increase was
consistent with the increase in Gross Payment Volume ("GPV" as defined below in
Key Operating Metrics and Non-GAAP Financial Measures) of 20% and 24% for the
three and nine months ended September 30, 2022 compared to the three and nine
months ended September 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 from in-person and online channels, as well as growth in our
international markets; and

•growth of the GPV Cash App Business, mainly driven by peer-to-peer transactions received by professional accounts and peer-to-peer payments issued from a bank card.

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Subscription and services-based revenue for the three and nine months ended
September 30, 2022 increased by $496.7 million, or 71% and $1.3 billion, or 68%,
compared to the three and nine months ended September 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 $209.9 million during the three
months ended September 30, 2022, and $547.8 million from the date of acquisition
through September 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, as well
as fees we charge customers who opt to use the faster bitcoin withdrawal options
to move their bitcoin out of Cash App; and

• Growth in vendor banking products, including increased Square Loans origination volumes, as well as software subscriptions.

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

Hardware revenue for the three and nine months ended September 30, 2022
increased by $6.1 million, or 16% and $19.0 million, or 17%, compared to the
three and nine months ended September 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 Terminal and Square Reader for
contactless and chip.

Bitcoin revenue for the three and nine months ended September 30, 2022 decreased
by $52.9 million, or 3% and $2.8 billion, or 34%, compared to the three and nine
months ended September 30, 2021 respectively. As bitcoin revenue is the total
sale amount of bitcoin to customers, 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 nine months ended September 30,
2022 was driven by the market price of bitcoin and reduced customer demand
compared to the three and nine months ended September 30, 2021, respectively.
While bitcoin revenue contributed 39% and 41% of the total net revenue in the
three and nine months ended September 30, 2022, gross profit generated from
bitcoin transactions was only 2% and 3% of the total gross profit in the three
and nine months ended September 30, 2022, respectively, compared to 4% and 5% of
total gross profit in the three and nine months ended September 30, 2021
respectively.

Revenue cost (in thousands, except percentages)

                                                          Three Months Ended                                                                     Nine Months Ended
                                                             September 30,                                                                         September 30,
                                  2022                 2021              $ Change             % Change                2022                 2021                $ Change               % Change
Transaction-based costs      $   901,990          $   751,794          $ 150,196                     20  %       $ 2,493,988          $  1,958,423          $    535,565                     27  %
Subscription and
services-based costs             225,903              128,177             97,726                     76  %           622,031               337,559               284,472                     84  %
Hardware costs                    76,002               51,150             24,852                     49  %           223,160               153,035                70,125                     46  %
Bitcoin costs                  1,726,051            1,774,040            (47,989)                    (3) %         5,157,935             7,879,816            (2,721,881)                   (35) %
Amortization of acquired
technology assets                 18,506                6,351             12,155                    191  %            51,874                16,056                35,818                    223  %
Total cost of revenue        $ 2,948,452          $ 2,711,512          $ 236,940                      9  %       $ 8,548,988          $ 10,344,889          $ (1,795,901)                   (17) %



Total cost of revenue for the three months ended September 30, 2022 increased by
$236.9 million, or 9%, compared to the three months ended September 30, 2021.
Total cost of revenue decreased by $1.8 billion, or 17%, compared to the nine
months ended September 30, 2021. Bitcoin costs of revenue decreased by $48.0
million and $2.7 billion in the three and nine months ended September 30, 2022,
respectively, compared to the three and nine months ended September 30, 2021,
respectively. Excluding bitcoin costs of revenue, total cost of revenue
increased by approximately $284.9 million, or 30%, and $926.0 million, or 38%,
in the three and nine months ended September 30, 2022, compared to the three and
nine months ended September 30, 2021.
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Transaction-based costs for the three and nine months ended September 30, 2022
increased by $150.2 million, or 20%, and $535.6 million, or 27%, compared to the
three and nine months ended September 30, 2021, respectively, while GPV grew by
20% and 24% in the same periods. Transaction-based costs during the three and
nine months ended September 30, 2022 were affected by a decrease in the
percentage of debit card transactions, which have a lower cost per transaction,
as the proportion of these debit card transactions are returning to levels
comparable with pre-pandemic levels.

Subscription and services-based costs for the three and nine months ended
September 30, 2022 increased by $97.7 million, or 76%, and 284.5 million, or
84%, compared to the three and nine months ended September 30, 2021,
respectively. The increase in the three and nine months ended September 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
$60.2 million for the three months ended September 30, 2022, and $156.2 million
from the date of acquisition through September 30, 2022;

• cash growth Application map 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 nine months ended September 30, 2022 increased
by $24.9 million, or 49%, and $70.1 million, or 46% compared to the three and
nine months ended September 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 nine months ended September 30, 2022 decreased
by $48.0 million, or 3%, and $2.7 billion, or 35% compared to the three and nine
months ended September 30, 2021, respectively. Bitcoin costs are comprised of
the total amount we pay to purchase bitcoin, which fluctuates in line with
bitcoin revenue.

Amortization of acquired technology assets increased by $12.2 million and $35.8
million in the three and nine months ended September 30, 2022, respectively,
compared to the three and nine months ended September 30, 2021, respectively.
The increase was driven by amortization related to the acquired technology
assets from the acquisition of Afterpay of $11.8 million and $31.9 million in
the three and nine months ended September 30, 2022, respectively.

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Operating expenses (in thousands, except for percentages)

                                                    Three Months Ended                                                                     Nine Months Ended
                                                       September 30,                                                                         September 30,
                           2022                  2021               $ Change             % Change                2022                 2021               $ Change              % Change
Product development   $   548,037           $   360,729           $ 187,308                     52  %       $ 1,531,088          $   992,498          $   538,590                     54  %
% of total net
revenue                        12  %                  9  %                                                           12  %                 7  %
Sales and marketing   $   485,838           $   409,073           $  76,765
                    19  %       $ 1,518,227          $ 1,132,411          $   385,816                     34  %
% of total net
revenue                        11  %                 11  %                                                           12  %                 8  %
General and
administrative        $   395,437           $   267,348           $ 128,089                     48  %       $ 1,235,306          $   683,969          $   551,337                     81  %
% of total net
revenue                         9  %                  7  %                                                           10  %                 5  %
Transaction, loan,
and consumer
receivable losses     $   147,586           $    62,306           $  85,280                    137  %       $   395,433          $   130,874          $   264,559                    202  %
% of total net
revenue                         3  %                  2  %                                                            3  %                 1  %
Bitcoin impairment
losses                $     1,619           $     6,000           $  (4,381)                   (73) %       $    37,580          $    71,126          $   (33,546)                   (47) %
% of total net
revenue                         -  %                  -  %                                                            -  %                 1  %
Amortization of
customer and other
acquired intangible
assets                $    37,361           $     4,763           $  32,598
                   NM (i)       $   103,414          $    11,176          $    92,238                    NM (i)
% of total net
revenue                         1  %                  -  %                                                            1  %                 -  %
Total operating
expenses              $ 1,615,878           $ 1,110,219           $ 505,659                     46  %       $ 4,821,048          $ 3,022,054          $ 1,798,994                     60  %



(i) Not meaningful ("NM")

Product development expenses for the three and nine months ended September 30,
2022 increased by $187.3 million, or 52%, and $538.6 million, or 54%, compared
to the three and nine months ended September 30, 2021, respectively, due
primarily to the following:

•an increase of $137.5 million and $425.2 million in personnel costs for the
three and nine months ended September 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 employees added from 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 $63.4 million and $194.5 million
for the three and nine months ended September 30, 2022, respectively;

•an increase of $30.2 million and $88.5 million in software and data center
costs, consulting, and certain Cash App crypto networks operating costs for the
three and nine months ended September 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 nine months ended September 30,
2022 increased by $76.8 million or 19%, and $385.8 million or 34%, compared to
the three and nine months ended September 30, 2021, respectively, primarily due
to the following:

•an augmentation of $44.1 million and $123.6 million sales and marketing personnel costs for the three and nine months ended September 30, 2022, respectively, to enable growth initiatives. The increase in personnel costs

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includes an increase in stock compensation expense of $12.7 million and
$34.5 million for the three and nine months ended September 30, 2022respectively;

•an increase in Cash App marketing costs for the three and nine months ended
September 30, 2022 of $25.1 million and $64.4 million, respectively. For the
three and nine months ended September 30, 2022, Cash App peer-to-peer processing
costs, related transaction losses, and card issuance costs increased by $37.7
million and $73.3 million; 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 nine months ended
September 30, 2022 increased by $128.1 millioni.e. 48%, and $551.3 millionor 81%, compared to the three and nine month periods ended September 30, 2021respectively, primarily due to the following:

•an increase of $110.7 million and $390.2 million in general and administrative
personnel costs for the three and nine months ended September 30, 2022,
respectively, mainly as a result of additions to our customer support, human
resources, finance, and legal personnel as we continue to add resources and
skills to support our long-term growth. The increase was also a result of
employees added from 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 $21.6 million and $135.8 million for the
three and nine months ended September 30, 2022, respectively;

•acquisition-related integration and other expenses related to Afterpay of $7.4
million and $66.3 million for the three and nine months ended September 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, subscription and other professional fees, and other administrative costs.

Losses on transactions, loans and trade receivables for the three and nine months ended September 30, 2022 increased by $85.3 millioni.e. 137%, and $264.6 millionor 202%, compared to the three and nine month periods ended September 30, 2021respectively, primarily due to the following:

•an increase in the allowance for credit losses related to consumer receivables
of $144.9 million from January 31, 2022, the date of the acquisition of Afterpay
to September 30, 2022, which includes an increase of $51.9 million in the
allowance during the three months ended September 30, 2022;

•an increase in transaction losses for the three and nine months ended September
30, 2022 of $5.3 million and $69.8 million compared to the three and nine months
ended September 30, 2021, respectively. The increase in transaction losses in
the three and nine months ended September 30, 2022 was primarily due to growth
in Square GPV; and

•an increase in loan losses for the three and nine months ended September 30,
2022 of $29.4 million and $51.2 million compared to the three and nine months
ended September 30, 2021, respectively. The increase in loan losses in the three
and nine months ended September 30, 2022 was due to increased loan volumes.

We recorded impairment charges of $1.6 million and $37.6 million on our
investment in bitcoin during the three and nine months ended September 30, 2022,
respectively, due to the observed market price of bitcoin decreasing below the
carrying value during the respective periods. As of September 30, 2022, the
cumulative impairment charges to date were $108.7 million and the fair value of
our investment in bitcoin was $156.0 million based on observable market prices,
which was $44.7 million in excess of our carrying value of $111.3 million after
impairment charges. Any gains or losses on our investment in bitcoin will only
be considered realized upon the sale of such bitcoin investment.

Amortization of customer and other acquired intangible assets increased $32.6
million and $92.2 million for the three and nine months ended September 30,
2022, respectively, primarily as a result of the intangible assets from the
Afterpay acquisition, which increased the amortization of intangibles by
$33.3 million and $90.4 million for the three and nine months ended September
30, 2022. Refer to Note 11, Acquired Intangible Assets within Notes to the
Condensed Consolidated Financial Statements for more details.
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Interest Expense, Net, and Other Expense (Income), Net (in thousands, except for
percentages)
                                              Three Months Ended                                                             Nine Months Ended
                                                 September 30,                                                                 September 30,
                        2022              2021             $ Change            % Change               2022               2021             $ Change            % Change
Interest expense,
net                 $   6,042          $ 13,409          $  (7,367)                  (55) %       $  34,756          $  20,126          $  14,630                    73  %
Other expense
(income), net       $ (18,798)         $ 12,011          $ (30,809)                 (257) %       $ (71,036)         $ (36,249)         $ (34,787)                   96  %



Interest expense, net, for the three months ended September 30, 2022 decreased
by $7.4 million compared to the three months ended September 30, 2021. The
decrease of net interest expense in the three months ended September 30, 2022
was primarily due to an increase in interest income received as a result of
higher interest rates on our investments, which partially offset interest
expense in the period. Net interest expense for the nine months ended September
30, 2022 increased by $14.6 million compared to the nine months ended September
30, 2021. The increase in the nine months ended September 30, 2022 was primarily
due to interest expense related to our 2026 Senior Notes and 2031 Senior Notes,
which were issued in May 2021. Refer to Note 15, Indebtedness within Notes to
the Condensed Consolidated Financial Statements for further details. The
increase for the nine months ended September 30, 2022 was partially offset by
increased interest income as a result of higher interest rates discussed above.

Net other income during the three months ended September 30, 2022 of $18.8
million was primarily due to gains from the revaluation of intercompany loans.
Comparatively, net other expense for the three months ended September 30, 2021
of $12.0 million was primarily driven by losses from the revaluation of
non-marketable investments and amortization of investments in marketable debt
securities. Net other income in the nine months ended September 30, 2022 of
$71.0 million 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, as well as gains from the revaluation of intercompany
loans. Net other income for the nine months ended September 30, 2021 of $36.2
million was primarily due to a $44.4 million mark to market net gain of our
equity investment in DoorDash, arising from the revaluation of this investment.
We completed the sale of our investment in DoorDash in June 2021, and as a
result this investment did not impact our results in subsequent periods.

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Sector 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 nine months ended September 30, 2022 and 2021
(in thousands):
                                                       Three Months Ended                                                                  Nine Months Ended
                                                         September 30,                                                                       September 30,
                               2022                 2021              $ Change            % Change                2022                 2021              $ Change             % Change
Net revenue               $ 1,774,522          $ 1,393,444          $ 381,078                    27  %       $ 4,943,751          $ 3,722,586           1,221,165                    33  %
Cost of revenue               991,554              787,219            204,335                    26  %         2,744,123            2,063,208             680,915                    33  %
Gross profit              $   782,968          $   606,225          $ 176,743                    29  %       $ 2,199,628          $ 1,659,378          $  540,250                    33  %



Revenue

Revenue for the Square segment for the three and nine months ended September 30,
2022 increased by $381.1 million, or 27%, and $1.2 billion, or 33%, compared to
the three and nine months ended September 30, 2021, respectively. The increase
was primarily due to:

•Square GPV growth and continued improvement in card present volumes and growth in higher priced cardless transactions;

•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, and software subscriptions; and

•income generated by the BNPL platform following the acquisition of Afterpay.

Revenue cost

Cost of revenue for the Square segment for the three and nine months ended
September 30, 2022 increased by $204.3 million, or 26%, and $680.9 million, or
33%, compared to the three and nine months ended September 30, 2021,
respectively. Transaction-based costs during the three and nine months ended
September 30, 2022 were affected by a decrease in the percentage of debit card
transactions, which have a lower cost per transaction, as the proportion of
these debit card transactions are returning to levels comparable with
pre-pandemic levels.

Cash App Results

The following tables provide a summary of the revenue and gross profit for our
Cash App segment for the three and nine months ended September 30, 2022 and 2021
(in thousands):
                                                      Three Months Ended                                                                   Nine Months Ended
                                                        September 30,                                                                        September 30,
                              2022                 2021              $ Change            % Change                2022                 2021        
      $ Change              % Change
Net revenue              $ 2,684,884          $ 2,393,633          $ 291,251                    12  %       $ 7,769,361          $ 9,763,440          $ (1,994,079)                  (20) %
Cost of revenue            1,910,414            1,881,916             28,498                     2  %         5,666,338            8,210,185            (2,543,847)                  (31) %
Gross profit             $   774,470          $   511,717          $ 262,753                    51  %       $ 2,103,023          $ 1,553,255          $    549,768                    35  %



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Revenue

Revenue for the Cash App segment for the three months ended September 30, 2022
increased by $291.3 million, or 12%, compared to the three months ended
September 30, 2021. The increase was due to growth in Cash App Instant Deposit,
Cash App Card, and peer-to-peer transactions received by Cash App Business
accounts. Revenue for the Cash App segment for the nine months ended September
30, 2022 decreased by $2.0 billion, or 20%, compared to the nine months ended
September 30, 2021. The primary driver was a decrease in bitcoin revenue,
slightly offset by growth in Cash App Instant Deposit, Cash App Card, and
peer-to-peer transactions received by Cash App Business accounts. 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 nine
months ended September 30, 2022 was driven primarily by reduced customer demand
and by the market price of bitcoin during the nine months ended September 30,
2022, compared to the nine months ended September 30, 2021. While bitcoin
contributed 39% and 41% of the total net revenue for the three and nine months
ended September 30, 2022, respectively, gross profit generated from bitcoin was
2% and 3% of the total gross profit, respectively.

Excluding $1.8 billion and $5.3 billion in bitcoin revenue for the three and
nine months ended September 30, 2022, Cash App revenue increased by $344.2
million, or 60%, and $777.5 million, or 45%, in the three and nine months ended
September 30, 2022, compared to the three and nine months ended September 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.

Revenue cost

Cost of revenue for the Cash App segment for the three months ended September
30, 2022 increased by $28.5 million, or 2%, compared to the three months ended
September 30, 2021. The increase was due to growth in Cash App Instant Deposit,
Cash App Card, and peer-to-peer transactions received by Cash App Business
accounts. Cost of revenue for the Cash App segment for the nine months ended
September 30, 2022 decreased by $2.5 billion, or 31%, compared to the nine
months ended September 30, 2021. 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 $5.2 billion in bitcoin cost of revenue in the three
and nine months ended September 30, 2022, Cash App cost of revenue increased by
approximately $76.5 million, or 71%, and $178.0 million, or 54%, in the three
and nine months ended September 30, 2022, compared to the three and nine months
ended September 30, 2021, respectively, due to growth in Cash App Card, Cash App
Instant Deposit, and Cash App Business GPV.

Key Operating Parameters 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            Nine Months Ended
                                                    September 30,                 September 30,
                                                 2022           2021           2022           2021

Gross Payment Volume (“GPV”) (millions) $54,373 $45,426 $150,376 $121,392

 Adjusted EBITDA (in thousands)               $ 327,360      $ 233,406      

$710,063 $829,475

Adjusted net earnings per share:

 Basic                                        $    0.44      $    0.28      $    0.83      $    1.21
 Diluted                                      $    0.42      $    0.25      $    0.78      $    1.06



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, Cash App Pay, and
peer-to-peer payments sent from a credit card. GPV does not include BNPL
transactions.
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Adjusted EBITDA and adjusted net earnings 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 above items, Adjusted EBITDA as a non-GAAP financial measure also excludes 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 supplemental in nature, and are not intended to replace related financial information prepared in accordance with GAAP. These limitations include the following:

• stock-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;

•amortized intangible assets may need to be replaced in the future, and non-GAAP financial measures do not reflect 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 requirements.

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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 non-GAAP financial measures together with other measures of financial performance, including net income (loss) and our other financial results reported in accordance with GAAP.

The following table provides a reconciliation of net income and adjusted EBITDA for each of the periods indicated (in thousands):

                                                               Three Months Ended                     Nine Months Ended
                                                                  September 30,                         September 30,
                                                             2022               2021               2022                2021

Net income (loss) attributable to common shareholders ($14,711) $84 ($426,924) $243,113
Net loss attributable to non-controlling interests

           (4,033)            (2,960)             (8,460)            (3,303)
Net income (loss)                                          (18,744)            (2,876)           (435,384)           239,810
Share-based compensation expense                           262,733            165,011             794,794            429,999
Depreciation and amortization                               88,721             38,110             249,616             95,705
Acquisition-related, integration and other costs            23,470                308             116,602             14,626
Interest expense, net                                        6,042             13,409              34,756             20,126
Other expense (income), net                                (18,798)            12,011             (71,036)           (36,249)
Bitcoin impairment losses                                    1,619              6,000              37,580             71,126
Provision (benefit) for income taxes                       (17,289)               452             (17,687)            (7,961)
Loss (gain) on disposal of property and equipment             (447)               877                 635              1,866

Acquired deferred revenue adjustment                            88                159                 309                606
Acquired deferred cost adjustment                              (35)               (55)               (122)              (179)
Adjusted EBITDA                                          $ 327,360          $ 233,406          $  710,063          $ 829,475



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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                     Nine Months Ended
                                                                  September 30,                         September 30,
                                                             2022               2021               2022                2021

Net income (loss) attributable to common shareholders ($14,711) $84 ($426,924) $243,113
Net loss attributable to non-controlling interests

           (4,033)            (2,960)             (8,460)            (3,303)
Net income (loss)                                          (18,744)            (2,876)           (435,384)           239,810
Share-based compensation expense                           262,733            165,011             794,794            429,999
Acquisition-related, integration and other costs            23,470                308             116,602             14,626
Amortization of intangible assets                           55,867             11,140             155,288             27,258
Amortization of debt discount and issuance costs             3,851              2,868              11,307              7,005
Loss (gain) on revaluation of equity investments               712              6,836             (43,914)           (41,008)
Bitcoin impairment losses                                    1,619              6,000              37,580             71,126

Loss (gain) on disposal of property and equipment             (447)               877                 635              1,866

Acquired deferred revenue adjustment                            88                159                 309                606
Acquired deferred cost adjustment                              (35)               (55)               (122)              (179)
Tax effect of non-GAAP net income adjustments              (65,940)           (60,912)           (162,000)          (198,896)
Adjusted Net Income - basic                              $ 263,174          $ 129,356          $  475,095          $ 552,213
Cash interest expense on convertible notes                   1,263              1,494               3,751              4,833
Adjusted Net Income - diluted                            $ 264,437          

$130,850 $478,846 $557,046

Weighted-average shares used to compute Adjusted Net
Income Per Share:
Basic                                                      592,672            460,654             572,234            457,039
Diluted                                                    622,974            525,003             611,227            524,048

Adjusted Net Income Per Share:
Basic                                                    $    0.44          $    0.28          $     0.83          $    1.21
Diluted                                                  $    0.42          $    0.25          $     0.78          $    1.06



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                     Nine Months Ended
                                                             September 30,                         September 30,
                                                        2022               2021               2022               2021

Provision (benefit) for income taxes, as published ($17,289) $

  452          $ (17,687)         $  (7,961)
Tax effect of non-GAAP net income adjustments           65,940            60,912            162,000            198,896
Adjusted provision for income taxes, non-GAAP       $   48,651          $ 61,364          $ 144,313          $ 190,935
Non-GAAP effective tax rate                         15%                 32%               23%                25%


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.

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Cash and capital resources

Sources of liquidity

As of September 30, 2022, we had approximately $7.1 billion in available funds,
including an undrawn amount of $600.0 million available under our revolving
credit facility. Additionally, we had $1.2 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 September 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):
                                                                 September 30,         December 31,
                                                                     2022                  2021
Cash and cash equivalents                                       $  4,331,787          $  4,443,669
Short-term restricted cash                                           246,570                18,778
Long-term restricted cash                                             72,479                71,702
Customer funds cash and cash equivalents                           2,983,658                2,440,941

Cash, cash equivalents, restricted cash and customer funds 7,634,494

             6,975,090
Investments in short-term debt securities                          1,052,973               869,283
Investments in long-term debt securities                             802,880             1,526,430

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

                       $  

9,490,347 $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
September 30, 2022, we had $9.5 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 U.S. government and agency securities, corporate bonds, commercial
paper, and money market funds. 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 September 30, 2022 was $6.5 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 did 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 nine months ended September 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 its investment in
bitcoin of $1.6 million and $37.6 million in the three and nine months ended
September 30, 2022, respectively, due to the observed market price of bitcoin
decreasing below the carrying value during the periods. As of September 30,
2022, the cumulative impairment charges to date were $108.7 million and the fair
value of our investment in bitcoin was $156.0 million based on observable market
prices, which was $44.7 million in excess of the Company's carrying value of
$111.3 million after impairment charges.

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 September 30, 2022, we have
invested $31.6 million in aggregate towards this initiative, of which
$5.3 million and $9.7 million was invested in the three and nine months ended
September 30, 2022, respectively.
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Our principal commitments consist of convertible notes, senior notes, revolving
credit facility, warehouse funding facilities, operating leases, capital leases,
and purchase commitments.

Senior Bonds and Convertible Bonds

As of September 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.
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Warehouse financing 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 $0.5 billion was drawn and $1.2
billion remained available as of September 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.

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 $246.6 million as of September 30, 2022 primarily
includes cash held by the wholly-owned consolidated entities used in the
Warehouse Facilities funding arrangements, that will be used to pay the
borrowings under the Warehouse Facilities or will be distributed to us. It also
includes 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 $72.5 million as of September 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 daily fluctuations in our cash and cash equivalents due to fluctuations in settlements receivable, customers payable and, therefore, working capital. These fluctuations are mainly 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
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customers to pay, can cause customers to pay to evolve differently from payments to be received. Holidays and weekdays can also cause significant volatility in daily GPV amounts.

Protection of liability obligation and protection of assets related to bitcoins held on behalf of 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 September 30, 2022,
the safeguarding obligation liability related to bitcoin held for other parties
was $527.7 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.

Treasury activities

Beginning in the fourth quarter of 2021, the Company adjusted its consolidated
statements of cash flows to present changes in customer funds and cash and cash
equivalents associated with customers payable as financing activities.
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 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. The
condensed consolidated statement of cash flows for the nine months ended
September 30, 2021 has been revised to reflect these adjustments to the
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 treasury activities (in thousands):

                                                                        Nine Months Ended
                                                                          September 30,
                                                                    2022                  2021
Net cash provided by operating activities                      $    130,534          $   653,476
Net cash provided by (used in) investing activities               1,505,250 

(1,256,619)

Net cash provided by (used in) financing activities                (881,408)           2,610,022

Effect of exchange rate on cash and cash equivalents (94,972)

             (14,311)
Net increase in cash, cash equivalents, restricted cash, and
customer funds                                                 $    659,404          $ 1,992,568



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Cash flow 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 nine months ended September 30, 2022, cash provided by operating
activities was $130.5 million. Net loss of $435.4 million was adjusted for the
add back of net non-cash expenses of $1.1 billion, consisting primarily of
share-based compensation; transaction, loan, and consumer receivable losses;
depreciation and amortization; bitcoin impairment losses; and non-cash lease
expense, all of which contributed positively to operating activities. This was
partially offset by the foreign exchange impact on consumer receivables and
certain intercompany loans, gains on revaluation of equity investments, and the
change in deferred income taxes. Additionally, there were net outflows from the
repayment and forgiveness of PPP loan, as well as changes in other assets and
liabilities of $479.0 million, primarily due to the timing of period end.

For the nine months ended September 30, 2021, cash provided by operating
activities was $653.5 million. Net income of $239.8 million was adjusted for the
add back of net non-cash expenses of $763.8 million, consisting primarily of
share-based compensation, transaction and loan losses, depreciation and
amortization, bitcoin impairment losses, and non-cash lease expense, all of
which contributed positively to operating activities. This was partially offset
by net outflow of PPP loans facilitated of $184.6 million, as well as a net
outflow from changes in other assets and liabilities of $165.6 million,
primarily due to the timing of period end.

Cash flow from investing activities

Cash flows generated 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 nine months ended September 30, 2022, cash provided by investing
activities was $1.5 billion, primarily due to the net proceeds from the sales
and maturities of marketable securities including investments from customer
funds of $1.4 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 $252.9 million. These were partially offset by the
purchases of marketable debt securities, property and equipment, and other
investments of $521.7 million, $121.7 million, and $39.1 million, respectively.

For the nine months ended September 30, 2021, cash used in investing activities
was $1.3 billion, primarily due to the net investments of marketable securities
including investments from customer funds of $1.2 billion. Cash used in
investing activities was also impacted by purchases of bitcoin and other
investments of $217.6 million, business acquisitions, net of cash acquired of
$164.0 million, and the purchase of property and equipment of $98.0 million, all
of which was partially offset by the proceeds from sale of equity investments of
$420.6 million.

Cash flow from financing activities

For the nine months ended September 30, 2022, cash used in financing activities
was $881.4 million 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 $466.4 million, partially offset by net proceeds from
Warehouse Facilities borrowings of $400.7 million, a change in customer funds of
$152.7 million.

For the nine months ended September 30, 2021, cash provided by financing
activities was $2.6 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 $611.3 million, as well as proceeds of the PPPLF advances, net of repayments,
of $261.6 million, partially offset by payments for employee tax withholding
related to vesting of restricted stock units of $312.4 million.
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Significant 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, 2021we believe that the accounting policies and assumptions and estimates associated with losses on transactions, loans and trade receivables could potentially have a material effect on our condensed consolidated financial statements and therefore constitute 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 in the Notes to the Condensed Consolidated Financial Statements.

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