Green Dot Corporation Annual Report 2021

FY2021 Annual Report · Green Dot Corporation

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Annual Report2021Green Dot Corporation2021 Annual Report114 W 7th StreetSuite 240Austin, Texas 78701www.greendot.com©2022 Green Dot CorporationCorporate HeadquartersOur mission is to give all people the power to bank seamlessly, affordably, and with conﬁdence.Board of directors

Executive oﬃcers

Former Chairman and Current Board Member, Global

President and Chief Executive Officer

Dan Henry

William I Jacobs

Payments, Inc.

J. Chris Brewster

George Gresham

Chief Financial Officer and Chief Operating Officer

Former Chief Financial Officer, Cardtronics, Inc.

Glinda Bridgforth Hodges

Former President of Bridgforth Financial & Associates, LLC

Rajeev V. Date

Managing Partner, Fenway Summer LLC

Jess Unruh

Chief Accounting Officer

Jason Bibelheimer

Chief Human Resources Officer

Saturnino “Nino” Fanlo

Former Chief Financial Officer and Chief Operating Officer,

Brandon Thompson

Executive Vice President, Retail, Tax and PayCard

Human Longevity, Inc.

Peter Feld

Managing Member, Portfolio Manager and the Head of

Research, Starboard Value LP

Divisions

Amit Parikh

Services

Executive Vice President, Banking Platform

George Gresham

Chief Financial Officer and Chief Operating Officer, Green

Kristina Lockwood

General Counsel

President and Chief Executive Officer, Green Dot

Dot Corporation

Dan Henry

Corporation

Jeﬀrey B. Osher

Founder, No Street Capital

Ellen Richey

George T. Shaheen

Former Vice Chairman of Risk and Public Policy, Visa Inc.

Former Chairman, Korn/Ferry International

ir@greendot.com

Stock listing & Symbol

New York Stock Exchange Symbol: GDOT

Independent registered

public accounting ﬁrm

Ernst & Young LLP, Los Angeles

Investor relations

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________________

FORM 10-K

☑

☐

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021
OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number 001-34819

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
114 W 7th Street, Suite 240
Austin,

Texas

78701

(Address of principal executive offices, including zip code)

95-4766827
(IRS Employer Identification No.)

(626) 765-2000
(Registrant's telephone number, including area code)

Title of each class:
Class A Common Stock, $0.001 par value

Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol(s):
GDOT
Securities registered pursuant to Section 12(g) of the Act: None

Name of each exchange on which registered:
New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth
company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The aggregate market value of the common equity held by non-affiliates of the registrant (assuming for these purposes, but without conceding, that all
executive officers, directors and 10% or greater stockholders are "affiliates" of the registrant) as of June 30, 2021, the last business day of the
registrant's most recently completed second fiscal quarter, was approximately $2.1 billion (based on the closing sale price of the registrant's common
stock on that date as reported on the New York Stock Exchange).

There were 54,950,038 shares of Class A common stock, par value $0.001 per share, as of January 31, 2022.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement relating to the registrant’s 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of
this Annual Report on Form 10-K where indicated.

GREEN DOT CORPORATION
TABLE OF CONTENTS

PART I.
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 3.

Item 4.

PART II.

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 6.

[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management's Discussion and Analysis of Financial Condition and Results of Operations . .
Item 7.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . .
Item 9.
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . . . . .

PART III.

Item 12.

Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . .
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 14.

Item 15.
Item 16.

PART IV.
Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

94
97

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements regarding future events and our future results that are subject
to the safe harbors created under the Securities Act of 1933, as amended, (the “Securities Act”) and the Securities
Exchange Act of 1934, as amended, (the “Exchange Act”). All statements other than statements of historical facts
are statements that could be deemed to be forward-looking statements. These statements are based on current
expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and
assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “may” and “assumes,” variations of such
words and similar expressions are intended to identify forward-looking statements. In addition, any statements that
refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and
other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned
that these forward-looking statements are subject to risks, uncertainties, and assumptions that are difficult to
predict, including the impact of the coronavirus (COVID-19) pandemic on our business, results of operations and
financial condition and our and the U.S. government’s response to it, including those identified below, under “Part I,
Item 1A. Risk Factors,” and elsewhere herein. Therefore, actual results may differ materially and adversely from
those expressed in any forward-looking statements. We undertake no obligation to revise or update any forward-
looking statements for any reason.

In this report, unless otherwise specified or the context otherwise requires, “Green Dot,” “we,” “us,” and “our”
refer to Green Dot Corporation and its consolidated subsidiaries, "Green Dot Bank" refers to our wholly-owned
subsidiary bank, the term "deposit account programs" and "our cards" refers to our Green Dot-branded and co-
branded checking accounts, prepaid cards, gift cards and secured credit cards, and the term “prepaid cards” refers
to prepaid debit cards. In addition, “prepaid financial services” refers to prepaid cards and associated reload
services, a segment of the prepaid card industry.

ITEM 1. Business

Overview

PART I

As the regulated entity and issuing bank for the substantial majority of products and services we provide,
whether our own or on behalf of our partners, we are directly accountable for all aspects of each program’s integrity,
inclusive of ensuring the program’s compliance with all applicable banking regulations, state and federal law and our
various internal governance policies and procedures, in addition to deploying enterprise-class risk management
practices and procedures to ensure each program’s initial and ongoing safety and soundness.

Our Products and Services

We offer a broad set of financial services to consumers and businesses including debit, checking, credit,
prepaid, and payroll cards, as well as robust money movement services, such as tax refunds, cash deposits and
disbursements.

We offer several deposit account programs, including:

•

Innovative consumer and small business checking account products that allow customers to acquire and
manage their checking account entirely through a mobile application available on smartphone devices;

Network-branded reloadable prepaid debit cards marketed under several leading consumer brand names;

Network-branded gift cards (known as open-loop) that are sold at participating retail stores; and

Secured credit programs designed to help people establish or rehabilitate their national credit bureau score.

We earn revenues from these deposit account programs primarily through:

•

Fees assessed to merchants for purchase transactions initiated by our cardholders (commonly known as
interchange);

Card revenues and other fees, principally consisting of fees charged to cardholders for certain transactions
and usage of our products and platform management fees we earn from our partners for use of our
technology platform and our program management capabilities; and

Interest income earned from the investment of deposits held at Green Dot Bank.

Our deposit account programs are generally issued by Green Dot Bank. We also manage programs issued by
third-party issuing banks as a result of several acquisitions we have made over the past few years. Prior to 2021,
we offered several branded deposit programs through our various channels. Beginning in 2021, we have focused
our consumer deposit account programs on our flagship product, GO2bank, offering consumers simple and
accessible mobile banking designed to help improve financial health over time. GO2bank offers features such as
consumer friendly overdraft protection, high-value rewards, high-interest savings, and opportunities to establish,
build, and track credit, regardless of credit history.

We also offer a variety of products and services that specialize in facilitating the movement of funds on behalf of

consumers and businesses, referred to as money processing and tax processing services.

Our money processing services include:

•

Cash transfer services that enable consumers to deposit or pick up cash and pay bills with cash at the
point-of-sale at any participating retailer. We offer this service to our deposit account programs and any
third-party bank or program manager (which we refer to as network acceptance members) that has enabled
its cards to accept funds through our processing system. We refer to this retail cash transaction network as
the Green Dot Network; and

Simply Paid Disbursement services that enable wages and any type of authorized funds disbursement to be
sent to our deposit account programs and accounts issued by any third-party bank or program manager.

Our tax processing services are designed for participants in the tax industry and include:

•

Tax refund transfers that provide the processing technology to facilitate receipt of a taxpayers' refund
proceeds. When a customer of a third-party tax preparation provider chooses to pay their tax preparation
fees using our processing services, we deduct the tax preparation service fee and our processing service
fee from the customer's refund and remit the remaining balance to the customer's account;

Small business lending to independent tax preparation providers that seek small advances in order to help
provide working capital prior to generating income during the tax filing season; and

Fast Cash Advance, a consumer-friendly loan that enables tax refund recipients utilizing our tax processing
services the opportunity to receive a portion of their expected tax refund amount in advance of receiving
their actual tax refund.

We earn revenues primarily through fees charged to consumers on a per transaction basis for cash transfer

services, tax refund transfers and Simply Paid disbursements.

Our Distribution Strategy

We offer our products and services to a broad group of consumers, ranging from never-banked to fully-banked
consumers. We focus our sales and marketing efforts on acquisition of long-term users of our products and
services, enhancing our brands and image, building market adoption and awareness of our products and services,
improving customer retention, and increasing overall usage.

Our products and services are distributed and organized under our three reportable segments: 1) Consumer

Services, 2) Business to Business ("B2B") Services, and 3) Money Movement Services.

Consumer Services

Our Consumer Services segment consists of revenues and expenses derived from deposit account programs,
such as consumer checking accounts, prepaid cards, secured credit cards, and gift cards that we offer to
consumers (i) through distribution arrangements with more than 90,000 retail locations and thousands of
neighborhood Financial Service Center locations, which we refer to as our "Retail Channel", and (ii) directly through
various marketing channels, such as online search engine optimization, online displays, direct mail campaigns,
mobile advertising, and affiliate referral programs, which we refer to as our "Direct Channel".

In our Retail Channel, we operate a supply chain comprised of proprietary technology and third-party vendors to
design, manufacture and distribute packaging containing ready-to-use debit cards to our network of retail locations.
Consumers can purchase these debit cards and initially load funds to the account in-store. In our Direct Channel,
consumers can open an account online or through our mobile app.

Once consumers register their account with us, the account can be loaded through a variety of funding

mechanisms, such as payroll direct deposit or utilizing our money processing services.

B2B Services

Our B2B Services segment consists of revenues and expenses derived from (i) our partnerships with some of
the United States' most prominent consumer and technology companies that make our banking products and
services available to their consumers, partners and workforce through integration with our banking platform, which
we refer to as our "Banking-as-a-Service", or "BaaS Channel", and (ii) a comprehensive payroll platform that we
offer to corporate enterprises, which we refer to as our "Employer Channel", to facilitate payments for today’s
workforce. Our products and services in this segment include deposit account programs, such as consumer and
small business checking accounts and prepaid cards, as well as our Simply Paid Disbursements services utilized by
our partners.

In our BaaS Channel, also referred to as our Banking Platform Services, our partners make our banking
products and services available to their consumers, partners and workforce through integration with our banking
platform, and in doing so, our addressable market expands to a broader spectrum of consumers as well as small
businesses. Our banking platform includes an integrated bank, full program management services and enterprise-
grade technology. Our partners currently include Apple, Inc., Uber Technologies, Inc., Intuit, Inc., Amazon.com, Inc.,
Stash Financial, Inc. amongst others.

In our Employer Channel, we offer a comprehensive payroll platform to corporate enterprises to facilitate

payments made for today’s workforce, including:

•

PayCard programs that help corporate enterprises eliminate paper checks, reduce costs and improve
efficiency;

• On demand employee wage access; and

•

Affordable instant digital pay options that replace slow and costly traditional pay methods.

Money Movement Services

Our money processing services, such as cash deposit and disbursements, are marketed to third-party banks,
program managers, and other companies seeking cash deposit and disbursement capabilities for their customers.
Those customers, including our own cardholders, can access our cash deposit and disbursement services at any of
the locations within our network of retail distributors and neighborhood Financial Service Centers.

Our tax processing services are marketed through a network of tax preparation franchises, independent tax
professionals and online tax preparation providers, which are sometimes referred to as electronic return originators,
or “EROs.” We also offer these consumers the option to deposit their tax refund proceeds onto one of our debit
account products, which further expands the reach of our deposit account programs.

ESG Management

We are committed to making modern banking and money movement accessible for all, and we believe that
managing our business in a sustainable manner is an important part of this goal. At the board level, our Nominating
and Corporate Governance Committee (the “NCG Committee”) oversees our environmental, social and governance
(“ESG”) programs, policies and practices. The NCG Committee’s duties in this regard include reviewing and
evaluating the Company’s programs, policies and practices relating to ESG issues and related disclosures and
recommending to the Board of Directors the company’s overall strategy with respect to ESG matters. In 2022, we
continued to advance our ESG strategy by establishing a management-level ESG Steering Committee (the "ESG
Steering Committee"). The purpose of the ESG Steering Committee is to assist the NCG Committee in fulfilling its
oversight responsibilities with respect to ESG matters, including by reviewing and approving programs, policies and
practices relating to ESG issues and overseeing and monitoring the implementation of our ESG program. We intend
to continue to examine the ESG topics that are most relevant for our business and stakeholders as we further
develop and advance our ESG strategy. We believe this approach to ESG management helps to enable us to create
value for both our stockholders and our other stakeholders, including our customers, partners, employees and
communities. We will endeavor to provide transparent disclosures on the progress of this work.

Our Technology Platform

Our vertically integrated technology and banking platform utilizes a combination of proprietary and third-party
technologies and services to power a large ecosystem of financial service solutions through numerous distribution
channels. The technology infrastructure supporting our platform is designed to minimize service disruptions, provide
reasonable assurance of business continuity in the event of catastrophic occurrences and defend against data
breaches and cyber security incidents. We continuously invest in security tools and other security technologies to
protect our data and help keep our customers and partners safe. Our technology leverages data centers and cloud
computing technology. We are committed to continuously improving the efficiency, scalability, and security of our
platform to enhance the customer experience, remain competitive and support our growth.

Our Relationship with Walmart

Walmart is our largest retail distributor. We are the provider of the Walmart MoneyCard product sold at Walmart,
and Green Dot Bank is the issuer of those card accounts. As the issuing bank, Green Dot Bank holds the
associated Federal Deposit Insurance Corporation ("FDIC") insured deposits. Pursuant to our agreement with
Walmart, we design and deliver the Walmart MoneyCard product and provide all ongoing program support,
including network IT, regulatory and legal compliance, website functionality, customer service and loss
management. In addition to Walmart MoneyCard products, we offer our Green Dot-branded and GO2bank deposit
account products at Walmart, providing consumers the choice to purchase either Green Dot-branded products or
Walmart MoneyCard products. We are also the provider of certain Walmart-branded open loop gift cards. Walmart
provides us with shelf space to display and offer the deposit accounts to consumers. All Walmart MoneyCard
products are reloadable exclusively on the Green Dot Network. Additionally, Walmart enables cash transfer services
for our deposit account programs and third-party programs through the Green Dot Network.

Our operating revenues derived from the several products and services we offer through Walmart stores and
other Walmart distribution avenues in aggregate represented approximately 24%, 27%, and 34% of our total
operating revenues for the years ended December 31, 2021, 2020, and 2019, respectively.

Seasonality

We experience seasonal fluctuations in revenue, with the first half of each year being favorably affected by large
numbers of taxpayers electing to receive their tax refunds via direct deposit on our cards. Additionally, our tax refund
processing services business is highly seasonal as it generates the majority of its revenue in the first quarter, and
substantially all of its revenue in the first half of each calendar year. We expect our revenue in future periods to
continue to fluctuate due to the seasonal factors described above.

Competition

We compete against companies and financial institutions across the retail banking, financial services,
transaction processing, consumer technology and financial technology services industries and may compete with
others in the market who may in the future provide offerings similar to ours.

We compete primarily on the basis of the following:

•

breadth of distribution;

speed and quality of innovation;

reliability of system performance and security;

scalability of platform services;

quality of service;

customer satisfaction;

compliance and regulatory capabilities;

brand recognition and reputation; and

pricing.

We believe our products and services compete favorably with respect to these factors. The risks associated

with our competitors are more fully discussed in “Item 1A. Risk Factors.”

Intellectual Property

We rely on a combination of patent, trademark and copyright laws and trade secret protections in the United
States, as well as confidentiality procedures and contractual provisions, to protect the intellectual property rights
related to our products and services.

We own several trademarks, including Green Dot and GO2bank. Through agreements with our network
acceptance members, retail distributors and customers, we authorize and monitor the use of our trademarks in
connection with their activities with us.

Our patent portfolio currently consists of 13 issued patents, 2 published patents and 1 patent application
pending. The current remaining terms for the patents we hold vary between approximately 4 and 20 years. We feel
our patents and applications are important to our business and help to differentiate our products and services from
those of our competitors.

The industries in which we compete are characterized by rapidly changing technology, a large number of
patents, and frequent claims and related litigation regarding patent and other intellectual property rights. There can
be no assurance that our patents and other proprietary rights will not be challenged, invalidated, or circumvented;
that others will not assert intellectual property rights to technologies that are relevant to us; or that our rights will give
us a competitive advantage. In addition, the laws of some foreign countries may not protect our proprietary rights to
the same extent as the laws of the United States. The risks associated with patents and intellectual property are
more fully discussed in “Item 1A. Risk Factors.”

Regulation and Supervision

General

Our business is heavily regulated by both federal and state agencies. We and our subsidiaries are subject to
supervision, regulation and examination by various federal and state regulators, including the Board of Governors of
the Federal Reserve System (the “Federal Reserve”), the Utah Department of Financial Institutions (the “Utah DFI”)
and various other state regulatory agencies. The statutory and regulatory framework that governs us is generally
intended to protect depositors and customers, the FDIC’s Deposit Insurance Fund (the “DIF”), the U.S. banking and
financial system, and financial markets as a whole.

Banking statutes, regulations and policies are continually under review by Congress, state legislatures and
federal and state regulatory agencies. In addition to laws and regulations, federal and state bank regulatory
agencies may issue policy statements, interpretive letters and similar written guidance applicable to Green Dot
Corporation and its subsidiaries. Any change in the statutes, regulations or regulatory policies applicable to us,
including changes in their interpretation or implementation, could have a material effect on our business.

Both the scope of the laws and regulations and the intensity of the supervision to which bank holding companies
such as Green Dot Corporation are subject increased in response to the global financial crisis of 2008, as well as
other factors such as technological and market changes. Regulatory enforcement and fines have also increased
across the banking and financial services sector. Many of these changes occurred as a result of the Dodd-Frank
Wall Street Reform and Consumer Protect Act (the “Dodd-Frank Act”) and its implementing regulations, most of
which are now in place. While the regulatory environment has entered a period of tailoring and rebalancing of the
post financial crisis framework, we expect that our business will remain subject to extensive regulation and
supervision.

We are also subject to the disclosure and regulatory requirements of the Securities Act and the Exchange Act
both as administered by the SEC, as well as the rules of the New York Stock Exchange that apply to companies
with securities listed on the New York Stock Exchange.

The following discussion describes certain elements of the comprehensive regulatory framework applicable to
us. This discussion is not intended to describe all laws and regulations applicable to Green Dot Corporation, Green
Dot Bank and our other subsidiaries. Any changes in applicable laws, regulations or the interpretations thereof could
have a material adverse effect on our business.

Regulatory Agencies

We are a bank holding company (a “BHC”) registered with the Federal Reserve under the Bank Holding
Company Act of 1956 (the “BHC Act”). As a BHC, Green Dot Corporation is subject to the requirements of the BHC
Act as well as supervision, regulation and examination by the Federal Reserve, which serves as the primary federal
banking regulator of our consolidated organization.

As an FDIC-insured commercial bank that is chartered under the laws of Utah and a member of the Federal
Reserve System, Green Dot Bank and its subsidiaries are subject to regulation, supervision and examination by the
Federal Reserve and the Utah DFI.

The Consumer Financial Protection Bureau (the “CFPB”) has broad rulemaking authority over a wide range of
federal consumer protection laws applicable to the business of Green Dot Bank. Because Green Dot Bank currently
has less than $10 billion in total consolidated assets, Green Dot Bank is subject to regulations adopted by the
CFPB, but the Federal Reserve is primarily responsible for examining Green Dot Bank’s compliance with federal
consumer financial laws and those CFPB regulations. The Utah DFI is responsible for examining and supervising
Green Dot Bank’s compliance with state consumer protection laws and regulations.

Permissible Activities for Green Dot Corporation as a Financial Holding Company

In general, the BHC Act limits the business of BHCs to banking, managing or controlling banks and other
activities that the Federal Reserve has determined to be so closely related to banking as to be a proper incident
thereto. Under the BHC Act, BHCs that have qualified and elected to be treated as a financial holding company (an
“FHC”) generally may engage in a broader range of additional activities that are (i) financial in nature or incidental to
such financial activities or (ii) complementary to a financial activity and do not pose a substantial risk to the safety
and soundness of depository institutions or the financial system generally. A BHC qualifies to become an FHC if it
and its subsidiary depository institutions are “well capitalized” and “well managed” and its subsidiary depository
institutions have a rating under the Community Reinvestment Act (a “CRA”) of at least “Satisfactory” at their most
recent examination. We have qualified and elected to be an FHC under the BHC Act, although all the activities we
currently conduct are permissible for a BHC.

If at any time we or Green Dot Bank fail to be “well capitalized” or “well managed,” the Federal Reserve may
impose limitations or conditions on the conduct of our activities and we may not commence, or acquire any shares
of a company engaged in, any activities only permissible for an FHC, without prior Federal Reserve approval. The
restriction on our ability to commence, or acquire any shares of a company engaged in, any activities only
permissible for an FHC, without prior Federal Reserve approval would also generally apply if Green Dot Bank
received a CRA rating of less than “Satisfactory.” Currently, under the BHC Act, we may not be able to engage in
new activities or acquire shares or control of other businesses. Such restrictions might limit our ability to pursue
future business opportunities which we might otherwise consider but which might fall outside the scope of
permissible activities.

Permissible Activities for Banks

The activities of Green Dot Bank are limited to those specifically authorized under Utah banking laws and Utah

DFI regulations and permissible under applicable federal law and Federal Reserve regulations.

Under commitments made to the Federal Reserve and the Utah DFI, we must obtain prior approval from the
Federal Reserve for any major deviation or material change from the business plan Green Dot Bank submitted in
2013. Accordingly, commitments made in connection with Green Dot Bank's business plan may limit Green Dot
Bank's ability to engage in certain activities.

Supervision, Examination and Enforcement

Bank regulators regularly examine the operations of BHCs and banks. Examination results are confidential and
generally may not be disclosed. In addition, BHCs and banks are subject to periodic reporting and filing
requirements. The Federal Reserve and Utah DFI have broad supervisory and enforcement authority with regard to
BHCs and banks, including the power to conduct examinations and investigations, impose nonpublic supervisory
agreements, issue cease and desist orders, impose fines and other civil and criminal penalties, terminate deposit
insurance and appoint a conservator or receiver.

Bank regulators have various remedies available if they determine that the financial condition, capital resources,
asset quality, earnings prospects, management, liquidity or other aspects of a banking organization’s operations are
unsatisfactory. The regulators may also take action if they determine that the banking organization or its
management is violating or has violated any law or regulation. The regulators have the power to, among other
things, prohibit unsafe or unsound practices, require affirmative actions to correct any violation or practice, issue
administrative orders that can be judicially enforced, direct increases in capital, direct the sale of subsidiaries or
other assets, limit dividends and distributions, restrict growth, assess civil monetary penalties, remove officers and
directors, and terminate deposit insurance.

Engaging in unsafe or unsound practices or failing to comply with applicable laws, regulations and supervisory
agreements could subject Green Dot Corporation, its subsidiaries, including Green Dot Bank, and their respective
officers, directors and institution-affiliated parties to the remedies described above and other sanctions. In addition,
the FDIC may terminate a bank’s deposit insurance upon a finding that the bank’s financial condition is unsafe or
unsound or that the bank has engaged in unsafe or unsound practices or has violated an applicable rule, regulation,
order or condition enacted or imposed by the bank’s regulatory agency.

Bank and BHC Acquisitions and Mergers

The BHC Act, the Bank Merger Act, Utah’s Financial Institutions Act and other federal and state statutes
regulate acquisitions of banks and other FDIC-insured depository institutions. Green Dot Corporation must obtain
the prior approval of the Federal Reserve before (i) acquiring direct or indirect ownership or control of any voting
shares of any bank or BHC, if after such acquisition, it will directly or indirectly own or control 5% or more of any
class of voting shares of the institution, (ii) acquiring all or substantially all of the assets of any bank (other than
directly through Green Dot Bank) or (iii) merging or consolidating with any other BHC. Under the Bank Merger Act,
the prior approval of the Federal Reserve is required for Green Dot Bank to merge with another bank or purchase all
or substantially all of the assets or assume any of the deposits of another FDIC-insured depository institution. In
reviewing applications seeking approval of merger and acquisition transactions, bank regulators consider, among
other things, the competitive effect and public benefits of the transactions, the capital position and managerial
resources of the combined organization, the risks to the stability of the U.S. banking or financial system, the
applicant's performance record under the CRA, the applicant's compliance with fair housing and other consumer
protection laws and the effectiveness of all organizations involved in combating money laundering activities. In
addition, failure to implement or maintain adequate compliance programs could cause bank regulators not to
approve an acquisition where regulatory approval is required or to prohibit an acquisition even if approval is not
required.

Acquisitions of Ownership of Green Dot Corporation

The ability of a third party to acquire our stock is also limited under applicable U.S. banking laws, including

regulatory approval requirements.

Federal Banking Law. The BHC Act requires any BHC to obtain the approval of the Federal Reserve before
acquiring, directly or indirectly, more than 5% of our outstanding common stock. Any “company,” as defined in the
BHC Act, other than a BHC is required to obtain the approval of the Federal Reserve before acquiring "control" of
us. "Control" generally means (i) the ownership or control of 25% or more of a class of voting securities, (ii) the
ability to elect a majority of the directors or (iii) the ability otherwise to exercise a controlling influence over

management and policies. An entity that controls us for purposes of the BHC Act is subject to regulation and
supervision as a BHC under the BHC Act. In addition, under the Change in Bank Control Act of 1978, as amended
(the “CIBC Act”), and the Federal Reserve’s regulations thereunder, any person, either individually or acting through
or in concert with one or more persons, is required to provide notice to the Federal Reserve prior to acquiring
control, directly or indirectly, of a BHC such as Green Dot Corporation. For purposes of the CIBC Act, a rebuttable
presumption of control applies to acquisitions of more than 10% of any class of a BHC’s voting stock under certain
circumstances including if, as is the case with Green Dot Corporation, the issuer has registered securities under
Section 12 of the Securities Exchange Act of 1934.

Utah Change in Control Restrictions. Utah’s Financial Institutions Act generally requires prior approval of the
Utah DFI before a person or entity may acquire, directly or indirectly, control of a depository institution or a
depository institution holding company subject to its jurisdiction. The Utah DFI defines control to include, among
other things, the power, directly or indirectly, or through or in concert with one or more persons, to vote more than
10% of any class of voting securities by a person other than an individual or to vote 20% or more of any class of
voting securities by an individual.

Capital and Liquidity Requirements

In General. Under the U.S. regulatory capital rules to implementing the Basel III regulatory capital framework,
Green Dot Corporation and Green Dot Bank are required to maintain minimum risk-based and leverage capital
ratios. Green Dot Corporation and Green Dot Bank must also maintain a capital conservation buffer of 2.5% to
avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to
management. Either or both of Green Dot Corporation and Green Dot Bank may qualify for and opt to use, from
time to time, the community bank leverage ratio framework under the Federal Reserve’s version of the U.S. Basel III
Rules. Under the community bank leverage ratio framework, a qualifying community banking organization may
generally satisfy its capital requirements (and capital conservation buffer) under the U.S. Basel III Rules provided
that it has a Tier 1 leverage ratio greater than 9% and satisfies other applicable conditions. In 2021, Green Dot
Corporation and Green Dot Bank qualified for (including, in the case of Green Dot Bank, through grace periods) and
opted to use the community bank leverage ratio framework. Going forward, we expect that Green Dot Corporation
will continue to qualify for and use the community bank leverage ratio framework, and that Green Dot Bank will
calculate and disclose its risk-based capital ratios and Tier 1 leverage ratio under the standardized approach of the
U.S. Basel III Rules. For a discussion of applicable regulatory minimum and well-capitalized minimum capital ratios,
as well as a description of relevant definitions related to capital amounts and ratios, see “Management's Discussion
and Analysis of Financial Condition and Results of Operations—Capital Requirements for Bank Holding Companies”
and Note 23—Regulatory Requirements to the Consolidated Financial Statements included herein, which are
incorporated by reference in this Item 1.

The Federal Reserve may require BHCs, including us, to maintain capital substantially in excess of mandated
minimum levels, depending upon general economic conditions and a BHC’s particular condition, risk profile and
growth plans. The Federal Reserve may also require BHCs or their subsidiaries to make other capital or liquidity
commitments.

Failure to be well-capitalized, to meet minimum capital requirements or to comply with the other commitments to
which we and Green Dot Bank may be subject could result in certain mandatory and possible additional
discretionary actions by regulators, including restrictions on our and Green Dot Bank’s ability to pay dividends or
otherwise distribute capital or to receive regulatory approval of applications, or other restrictions on growth.

As of December 31, 2021, our and Green Dot Bank’s regulatory capital ratios were above the well-capitalized
standards and met the then-applicable capital conservation buffer. Based on current estimates, we believe that
Green Dot Corporation and Green Dot Bank will continue to exceed all applicable well-capitalized regulatory capital
requirements and the capital conservation buffer (to the extent the buffer is applicable), on a fully phased-in basis.

FDICIA and Prompt Corrective Action

The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) requires the federal bank
regulatory agencies to take “prompt corrective action” in respect of FDIC-insured depository institutions that do not
meet certain capital adequacy standards. FDICIA establishes five capital categories ("well-capitalized", "adequately
capitalized", "undercapitalized", "significantly undercapitalized" and "critically undercapitalized"), with a depository
institution’s categorization for purposes of the prompt corrective action provisions depending upon its level of
capitalization and certain other factors. An institution that fails to remain well-capitalized becomes subject to a series
of restrictions that increase in severity as its capital condition weakens. Such restrictions may include a prohibition
on capital distributions, restrictions on asset growth or restrictions on the ability to receive regulatory approval of
applications. FDICIA also provides for enhanced supervisory authority over undercapitalized institutions, including

authority for the appointment of a conservator or receiver for the institution. In certain instances, a BHC may be
required to guarantee the performance of an undercapitalized subsidiary bank’s capital restoration plan.

Brokered Deposits

The FDIC issued a final rule relating to the classification of brokered deposits, which became effective on April
1, 2021, with full compliance with certain provisions extended to January 1, 2022. The final rule establishes a new
framework for analyzing certain provisions of the “deposit broker” definition, including “placing deposits,” “facilitating
the placement of deposits” and “primary purpose,” for purposes of the classification of deposits as brokered
deposits and exemptions from such a classification. As a result of the new rule, Green Dot Bank reclassified its
deposits as non-brokered. The risks associated with the failure to properly classify deposits are more fully discussed
in "Item 1A. Risk Factors."

Safety and Soundness Guidelines

The federal banking agencies have adopted guidelines prescribing safety and soundness standards relating to
internal controls, risk management, information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth and compensation, fees and benefits. These guidelines in general
require appropriate systems and practices to identify and manage specified risks and exposures. The guidelines
also prohibit excessive compensation as an unsafe and unsound practice and characterize compensation as
excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive
officer or employee, director or principal shareholder. In addition, the agencies have adopted regulations that
authorize but do not require an agency to order an institution that has been given notice by the agency that it is not
in compliance with any of the safety and soundness standards to submit a compliance plan. If after being so
notified, an institution fails to submit an acceptable compliance plan, the agency must issue an order directing action
to correct the deficiency and may issue an order directing other actions of the types, including those that may limit
growth or capital distributions. If an institution fails to comply with such an order, the bank regulator may seek to
enforce such order in judicial proceedings and to impose civil money penalties.

Dividend and Share Repurchase Restrictions

Green Dot Corporation is a legal entity separate and distinct from Green Dot Bank and its other subsidiaries.
There are limitations on the payment of dividends by Green Dot Bank to Green Dot Corporation, as well as by
Green Dot Corporation to its shareholders, under applicable banking laws and regulations.

Federal banking regulators are authorized to determine, under certain circumstances relating to the financial
condition of a BHC or a bank, that the payment of dividends would be an unsafe or unsound practice and to prohibit
payment thereof. In particular, federal banking regulators have stated that paying dividends that deplete a banking
organization's capital base to an inadequate level would be an unsafe and unsound banking practice and that
banking organizations should generally pay dividends only out of current operating earnings.

Under Utah’s Financial Institutions Act, Utah-chartered commercial banks, such as Green Dot Bank, may,
subject to certain conditions, declare and pay dividends out of their net profits, after providing for all expenses,
losses, interest, and taxes accrued or due from the bank.

To the extent that we do not qualify for the community bank leverage framework under the Federal Reserve’s
version of the U.S. Basel III Rules, Green Dot Corporation or Green Dot Bank, as applicable, must maintain the
applicable capital conservation buffer to avoid becoming subject to restrictions on capital distributions, including
dividends and share repurchases. The capital conservation buffer is currently at its fully phased-in level of 2.5%.

In addition, Federal Reserve policy provides that BHC, such as Green Dot Corporation, should generally pay
dividends to shareholders only if (i) the organization’s net income available to common shareholders over the past
year has been sufficient to fully fund the dividends; (ii) the prospective rate of earnings retention appears consistent
with the organization’s capital needs, asset quality and overall financial condition; and (iii) the organization will
continue to meet minimum capital adequacy ratios. The policy also provides that a BHC should inform the Federal
Reserve reasonably in advance of declaring or paying a dividend that exceeds earnings for the period for which the
dividend is being paid or that could result in a material adverse change to the BHC’s capital structure. BHCs also
are required to consult with the Federal Reserve before materially increasing dividends and must receive approval
before redeeming or repurchasing capital instruments. In addition, the Federal Reserve could prohibit or limit the
payment of dividends by a BHC if it determines that payment of the dividend would constitute an unsafe or unsound
practice.

Source of Strength

Green Dot Corporation is required to serve as a source of financial and managerial strength to Green Dot Bank
and, under appropriate conditions, to commit resources to support Green Dot Bank. This support may be required
by the Federal Reserve at times when we might otherwise determine not to provide it or when doing so is not
otherwise in the interests of Green Dot Corporation or our shareholders or creditors. The Federal Reserve may
require a BHC to make capital injections into a troubled subsidiary bank and may charge the BHC with engaging in
unsafe and unsound practices if the BHC fails to commit resources to such a subsidiary bank or if it undertakes
actions that the Federal Reserve believes might jeopardize the BHC’s ability to commit resources to such subsidiary
bank.

Under these requirements, Green Dot Corporation may in the future be required to provide financial assistance
to Green Dot Bank should it experience financial distress. Capital loans by Green Dot Corporation to Green Dot
Bank, if any, would be subordinate in right of payment to deposits and certain other debts of Green Dot Bank. In the
event of Green Dot Corporation’s bankruptcy, any commitment by Green Dot Corporation to a federal banking
regulator to maintain the capital of Green Dot Bank would be assumed by the bankruptcy trustee and entitled to a
priority of payment.

Receivership or Conservatorship of Green Dot Bank

Upon the insolvency of an insured depository institution, such as Green Dot Bank, the FDIC may be appointed
as the conservator or receiver of the institution. Acting as a conservator or receiver, the FDIC would have broad
powers to transfer any assets or liabilities of the institution without the approval of the institution’s creditors or
shareholders.

Separately, the Commissioner of the Utah DFI also has the authority to take possession of or appoint a receiver
or liquidator of any Utah state-chartered bank, such as Green Dot Bank, under specified circumstances, including
where the bank (i) is not in a safe and sound condition to transact its business, (ii) has failed to maintain an
adequate level of capital or (iii) is conducting its business in an unauthorized or unsafe manner.

Depositor Preference

The Federal Deposit Insurance Act provides that, in the event of the liquidation or other resolution of an insured
depository institution, including Green Dot Bank, the claims of depositors of the institution (including the claims of
the FDIC as subrogee of insured depositors) and certain claims for administrative expenses of the FDIC as a
receiver would have priority over other general unsecured claims against the institution. If Green Dot Bank were to
fail, insured and uninsured depositors, along with the FDIC, would have priority in payment ahead of unsecured,
non-deposit creditors, including Green Dot Bank if it were a creditor at that time, with respect to any extensions of
credit they have made to such insured depository institution.

Transactions between a Bank and its Affiliates

Federal banking laws and regulations impose qualitative standards and quantitative limitations upon certain
transactions between a bank, such as Green Dot Bank, and its affiliates, including between a bank and its holding
company and companies that control the BHC or that the BHC may be deemed to control for these purposes.
Transactions covered by these provisions must be on terms that are at least as favorable to the bank as those that it
could obtain in a comparable transaction with a non-affiliate, and cannot exceed certain amounts that are
determined with reference to the bank’s regulatory capital. Moreover, if the transaction is a loan or other extension
of credit, it must be secured by collateral in an amount and quality expressly prescribed by statute, and if the affiliate
is unable to pledge sufficient collateral, the BHC may be required to provide it.

Federal banking laws also place similar restrictions on loans and other extensions of credit by FDIC-insured
banks, such as Green Dot Bank, and their subsidiaries to their directors, executive officers and principal
shareholders, as well as to entities controlled by such persons.

Community Reinvestment Act

Under the CRA, an insured depository institution, such as Green Dot Bank, has a continuing and affirmative
obligation to help meet the credit needs of its entire community, including low and moderate-income neighborhoods.
The CRA does not establish specific lending requirements or programs for insured depository institutions, nor does
it limit an insured depository institution’s discretion to develop the types of products and services that it believes are
best suited to its particular community, consistent with the CRA. However, insured depository institutions are rated
on their performance in meeting the needs of their communities.

The CRA requires the appropriate federal banking agency to take an insured depository institution’s CRA record
into account when evaluating certain applications by the insured depository institution or its holding company,
including applications for charters, branches and other deposit facilities, relocations, mergers, consolidations,
acquisitions of assets or assumptions of liabilities, and bank and savings association acquisitions. An unsatisfactory
record of performance may be the basis for denying or conditioning approval of an application by an insured
depository institution or its holding company. The CRA also requires that all institutions publicly disclose their CRA
ratings.

Green Dot Bank’s CRA compliance is currently evaluated under a CRA strategic plan. Green Dot Bank’s
strategic plan for 2021 through 2023 is focused on supporting the credit needs of its defined assessment area
primarily through direct community development lending and investment, small business lending, and services in
Green Dot Bank’s designated CRA Assessment Area of Utah and Juab Counties, as well as the broader
surrounding geographic region.

Leaders of the federal banking agencies have indicated their support for revising the CRA regulatory framework.
On September 21, 2020, the Federal Reserve issued an Advance Notice of Proposed Rulemaking to modernize the
regulations that implement the CRA, and the public comment period ended on February 16, 2021. We cannot
predict whether any changes will be made to applicable CRA requirements, and what impact any such changes will
have on our CRA strategic plan.

Insurance of Deposit Accounts

The deposits of Green Dot Bank are insured by the DIF up to the standard maximum deposit insurance amount
of $250,000 per depositor. Green Dot Bank is subject to deposit insurance assessments based on the risk it poses
to the DIF, as determined by the capital category and supervisory category to which it is assigned. Brokered
deposits are subject to an assessment rate adjustment of up to 10 basis points, and therefore are generally
assessed at a higher rate. The FDIC has authority to raise or lower assessment rates on insured deposits in order
to achieve statutorily required reserve ratios in the DIF and to impose special additional assessments. There is a
risk that Green Dot Bank’s deposit insurance premiums will increase if failures of insured depository institutions
deplete the DIF or if the FDIC changes its view of the risk Green Dot Bank poses to the DIF or increases the
assessment rate adjustment applicable to Green Dot Bank’s deposits.

Relationships with Third-Party Issuing Banks

While Green Dot Bank acts as our banking partner for most of our products and services, we offer some
products and services through arrangements with federally- or state-chartered third-party banks. We are subject to
contractual requirements with those banks and are indirectly subject to the oversight of our banking partners’
regulators with respect to the laws and regulations that apply to each such product or service. These types of third-
party relationships are subject to increasingly demanding regulatory requirements and attention by federal banking
regulators. Regulatory guidance requires financial institutions to enhance their due diligence, ongoing monitoring
and control over their third-party vendors and other ongoing third-party business relationships.

As a result, our relationships with third-party banks may require us to undertake compliance actions similar to

those that we or Green Dot Bank must perform for the products and services issued by Green Dot Bank.

Anti-Money Laundering Rules

The Bank Secrecy Act (the “BSA”), the USA PATRIOT Act of 2001 (the "PATRIOT Act") and other laws and
regulations require financial institutions, among other duties, to institute and maintain an effective anti-money
laundering (“AML”) program and file suspicious activity and currency transaction reports when appropriate. Among
other things, these laws and regulations require Green Dot Corporation and Green Dot Bank to take steps to
prevent the use of Green Dot Bank to facilitate the flow of illegal or illicit money, to report large currency transactions
and to file suspicious activity reports. We also are required to develop and implement a comprehensive AML
compliance program and must also have in place appropriate “know your customer” policies and procedures. We
have adopted policies and procedures to comply with these requirements.

The bank regulatory agencies have increased the regulatory scrutiny of the BSA and anti-money laundering
programs maintained by financial institutions. Significant penalties and fines, as well as other supervisory orders
may be imposed on a financial institution for non-compliance with BSA/AML requirements.

Office of Foreign Assets Control Regulation

OFAC is responsible for administering economic sanctions that affect transactions with designated foreign
countries, nationals and others, as defined by various Executive Orders and Acts of Congress. OFAC-administered
sanctions take many different forms. OFAC also publishes lists of persons, organizations and countries suspected

of aiding, harboring or engaging in terrorist acts, known as Specially Designated Nationals and Blocked Persons.
Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any
manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and
reputational consequences.

Privacy and Data Security Laws

Green Dot Bank is subject to a variety of federal and state privacy and data security laws, which govern the
collection, safeguarding, sharing and use of customer information, and require that financial institutions have in
place policies regarding information privacy and security. For example, the Gramm-Leach-Bliley Act of 1999
requires all financial institutions offering financial products or services to retail customers to provide such customers
with the financial institution’s privacy policy and practices for sharing nonpublic information with third parties, provide
advance notice of any changes to the policies and provide such customers the opportunity to “opt out” of the sharing
of certain personal financial information with unaffiliated third parties. It also requires banks to safeguard personal
information of consumer customers.

Some state laws also protect the privacy of information of state residents and require adequate security for such
data, and certain state laws may, in some circumstances, require Green Dot Bank to notify affected individuals of
security breaches of computer databases that contain their personal information. These laws may also require
Green Dot Bank to notify law enforcement, regulators or consumer reporting agencies in the event of a data breach,
as well as businesses and governmental agencies that own data.

Data privacy and data security are areas of increasing state legislative focus. For example, in November 2020,
a ballot initiative called the California Privacy Rights Act (the "CPRA"), passed in California. The CPRA will create
additional obligations relating to personal information that would take effect on January 1, 2023 (with certain
provisions having retroactive effect to January 1, 2022). The CPRA’s implementing regulations are expected on or
before July 1, 2022, and enforcement is scheduled to begin July 1, 2023. We will continue to monitor developments
related to the CPRA. The full impact of the CPRA on our business is yet to be determined. In addition, laws similar
to the CPRA may be adopted by other states where we do business and the federal government may also pass
data privacy or data security legislation.

Like other lenders, Green Dot Bank and other of our subsidiaries use credit bureau data in their underwriting
activities. Use of such data is regulated under the Fair Credit Reporting Act (the “FCRA”), and the FCRA also
regulates reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information
between affiliates and using affiliate data for marketing purposes. Similar state laws may impose additional
requirements on Green Dot Corporation and Green Dot Bank.

Consumer Protection Laws

The CFPB has broad rulemaking authority over a wide range of federal consumer protection laws that apply to
banks and other providers of financial products and services, including the authority to prohibit “unfair, deceptive or
abusive” acts and practices. For example, our deposit products and operations are subject to the following federal
laws, among others:

•

the Truth in Savings Act and Regulation DD issued by the CFPB, which require disclosure of deposit terms
to consumers;

Regulation CC issued by the Federal Reserve, which relates to the availability of deposit funds to
consumers;

the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial
records and prescribes procedures for complying with administrative subpoenas of financial records; and

the Electronic Fund Transfer Act and Regulation E issued by the CFPB, which govern automatic deposits to
and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of
automated teller machines and other electronic banking services.

The CFPB has also adopted amendments to Regulation E and Regulation Z to add protections for prepaid
accounts (the “CFPB Prepaid Rule”). The CFPB Prepaid Rule includes requirements related to treatment of funds
on lost or stolen cards, error resolution and investigation, upfront fee disclosures, access to account information,
and overdraft features if offered in conjunction with prepaid accounts. The CFPB Prepaid Rule became effective
April 1, 2019.

Because Green Dot Bank has less than $10 billion in total consolidated assets, the Federal Reserve, and not
the CFPB, is responsible for examining and supervising Green Dot Bank’s compliance with these and other federal

consumer financial laws and regulations. In addition, the Dodd-Frank Act authorizes state attorneys general and
state regulators to enforce consumer protection rules issued by the CFPB. State authorities have recently increased
their focus on and enforcement of consumer protection rules.

Money Transmission Licensing and Regulation

Most U.S. states require licenses for persons engaged in the business of money transmission. These U.S. state
licensing laws may subject money transmitters to periodic examinations and may require them and their agents to
comply with federal and/or state anti-money laundering laws and regulations. We have obtained licenses to operate
as a money transmitter in all U.S. jurisdictions in which such a license is required for us to conduct our business.

Payment Networks

In order to provide our products and services, we, as well as Green Dot Bank, are contracted members with
Visa and MasterCard. Therefore, we and Green Dot Bank are subject to Visa and MasterCard’s respective payment
network rules and standards. These rules and standards implicate a variety of our activities and services, including
by imposing data security obligations, allocating liability for certain acts or omissions (including liability in the event
of a data breach) and providing rules governing how consumers and merchants may use their cards. Payment
networks may, and routinely do, modify these rules and standards as they determine in their sole discretion and with
or without advance notice to us. These modifications may impose additional costs and expenses on, or may
otherwise be disadvantageous to, our business. In addition, we are subject to audit by various payment networks.
The payment networks may fine or penalize us or suspend our registration if those audits find that we have failed to
comply with applicable rules and standards.

Escheatment Laws

Unclaimed property laws of every U.S. jurisdiction require that we track certain information on our card products
and services and that, if customer funds are unclaimed at the end of an applicable statutory abandonment period,
the proceeds of the unclaimed property be remitted to the appropriate jurisdiction. We manage escheatment law
compliance with respect to our card products and services and have an ongoing program to comply with those laws.
Statutory abandonment periods applicable to our card products and services typically range from three to seven
years.

Human Capital

As of December 31, 2021, we had approximately 1,200 full-time employees globally, of which approximately
74% are in the United States, and 26% are in China. None of our employees is represented by a labor union or is
covered by a collective bargaining agreement. Human capital measures and objectives that we focus on in
managing our business include employee health and safety, talent acquisition and retention, employee feedback,
and development and training.

Employee Health and Safety and COVID-19

During the COVID-19 pandemic, our primary focus has been on the safety and well-being of our employees and
their families. In response to the ongoing pandemic and after assessing our business, we have shifted to a remote
workforce strategy for most of our U.S. personnel. Our offices in China have all reopened and we have made
significant efforts to comply with local health and safety guidelines. To reinforce a deep connection and establish
clear direction with our employees, we continue to provide regular leadership updates and management outreach.
As the pandemic continues, the health and well-being of our workforce remains our top priority while we ensure
productivity while working from home.

Engaging the Entire Team

We address employee engagement through three foundational areas: recruiting and retaining a talented
workforce, soliciting and addressing employee feedback, and frequent management outreach to ensure
commitment, engagement, continuous learning and skills development.

Talent Acquisition and Retention

We strive to maintain a workforce that is representative of the industry we serve, comprised of highly technical
individuals, who enjoy pushing the boundaries of what is possible and are individually innovative. We work to retain
employees in a number of ways, including having strong leadership and management, providing the opportunity to
learn new skills and advance careers, having strong technology, customer relationships and business, along with
providing competitive and equitable total rewards.

To ensure a compelling total rewards philosophy and practice, we have practices in place, which aim to deliver
fair and equitable compensation for employees based on their contribution and performance. We benchmark for
market practices, and regularly review our compensation against the market to ensure it remains competitive. We
also offer a comprehensive and tailored set of benefits for employees and their families, providing protection from
unexpected losses or medical expenses. Our benefits programs are tailored to the various geographies in which we
operate, and include a variety of competitive health plans, dependent care flexible spending accounts, a 401(k) plan
with a company match and auto-enrollment, an employee stock purchase plan and an employee assistance
program. We have recently expanded our benefits to include enhanced leave offerings, flexible work arrangements
with our remote work model, and added virtual primary care including mental health services.

Employee Feedback

We believe in continual improvement and use employee feedback to drive and improve processes that support
our customers and ensure a deep understanding of our culture and vision among our employees. We embrace an
open-door policy where collaboration between all levels of team members and across multiple departments is
encouraged and celebrated. We use engagement surveys to track and enhance employee sentiment, satisfaction,
and engagement; identify opportunities to instill our mission, vision, values, and business objectives throughout the
organization; and build a performance-driven culture in a continually evolving remote and virtual environment. In
addition, during 2021, we conducted several surveys to understand our employees’ well-being during the COVID-19
pandemic and to more effectively guide our response.

We also believe that ongoing performance feedback encourages greater engagement in our business and
improved individual performance. We utilize an annual survey to solicit feedback from employees at all levels of the
organization about members of Green Dot’s senior leadership up to and including the CEO.

Diversity, Equity, and Inclusion (DEI)

We believe that a diverse, equitable and inclusive working environment helps to drive Green Dot’s mission
forward and provides our workforce with the best opportunities for success. As a company, we are committed to
improving representation and inclusion for employees across all levels of the organization. We are conducting a DEI
analysis of our workforce in 2022, and are actively working to further enhance recruitment strategies in support of
our DEI initiatives.

Empowering Our Workforce

Over the past year, to support our remote workforce, we introduced an online learning platform to ensure that
our employees can continue to learn and develop. Our management training is designed to increase capability in
the areas of communication, engagement, coaching, inclusion and diversity, hiring and on-boarding, business skills
and ensuring an ethical and supportive work environment free from bias and harassment. As employees advance in
their careers, our training framework builds new capabilities on established foundational skills. Our regions and
business teams also customize development programs for their specific needs.

Also, to promote the highest standards of honest and ethical business conduct and compliance with applicable
laws, we have adopted codes of business conduct and ethics that apply to all of our board members, officers and
employees and which are posted on the Investor Relations section of our website located at http://ir.greendot.com,
by clicking on “Governance.”

Other Information

We were incorporated in Delaware in 1999 and became a bank holding company under the BHC Act and a

member bank of the Federal Reserve System in December 2011.

We maintain a website at www.greendot.com. We make available free of charge, on or through our website via
the Investor Relations section at ir.greendot.com, our annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise
furnishing it to the Securities and Exchange Commission, or the SEC. References to website addresses in this
report are intended to be inactive textual references only, and none of the information contained on our website is
part of this report or incorporated in this report by reference.

ITEM 1A. Risk Factors

COVID-19 RISKS

The COVID-19 pandemic has and may continue to significantly affect how we and our retail distributors

are operating our businesses.

Our operations have and may continue to be negatively affected by a range of external factors related to the
COVID-19 pandemic that are not within our control. Specifically, we have shifted to a remote workforce strategy for
our employees in the U.S. and we have closed most of our leased office locations in the U.S., which resulted in us
recording impairment charges in 2020 and could result in a less effective workforce. In addition, many of the third-
party call centers we rely on to provide customer support experienced periodic disruptions in 2021 due to the
pandemic, which resulted in delayed responses to customers and a higher usage of automated services, and
contributed to higher transaction losses compared to prior periods. While such staffing issues have been resolved, it
is possible that we may continue to experience similar issues in the future due to the pandemic. The business and
operations of our retail distributors and our BaaS and other partners were likewise disrupted, with many having
experienced reduced foot traffic or usage of their services. We have experienced and may continue to experience
increased costs, including higher call center costs and disputed transaction losses, which could continue to
adversely affect our business, results of operations, and financial condition in future periods. Further, concerns over
the economic impact of the COVID-19 pandemic have caused extreme volatility in financial and other capital
markets, which may adversely affect our stock price and our ability to access capital markets in the future.

Despite widespread vaccination efforts in the United States, COVID-19 could still have an adverse impact on
our customers and their clients as the duration and magnitude of the continuing effects of COVID-19 remain
uncertain and dependent on various factors, including the continued severity and transmission rate of the virus and
new variants of the virus like the Delta and Omicron variants, the effectiveness of COVID-19 vaccines against such
variants, the nature of and duration for which the preventative measures remain in place, the extent and
effectiveness of containment and mitigation efforts, including vaccination programs and mandates, the type of
stimulus measures and other policy responses that the U.S. government or regulators may further adopt, if any, and
the impact of these and other factors on our employees, customers, retail distributors, partners and vendors.
Governmental actions such as the American Rescue Plan of 2021 have helped mitigate the effects of COVID-19 on
our business in 2021, which provided an economic stimulus package totaling $1.9 trillion, and offered additional
direct payments, enhanced unemployment benefits which expired in September 2021 and monthly child tax credit
payments which expired in December 2021.

We have taken steps to strengthen our liquidity position and ensure we have ample flexibility to pursue strategic
priorities. Should we require credit at levels we are unable to access, the cost of credit is greater than expected, or
the cost-savings measures we have implemented are ineffective or result in us incurring greater costs, our operating
results could be adversely affected. Further, additional borrowings on our revolving line of credit have and will cause
us to incur additional interest expense, which will negatively affect our earnings.

Please see “Management’s Discussion and Analysis of Financial Position and Results of Operations” for more

information regarding the potential impact of the COVID-19 pandemic on our business.

RISKS RELATED TO OUR BUSINESS

The loss of operating revenues from Walmart or any of our largest retail distributors as well as our
significant BaaS partners, third-party processors or other major consumers would adversely affect our
business.

A significant portion of our operating revenues are derived from the products and services sold at our largest
retail distributors. As a percentage of total operating revenues, operating revenues derived from products and
services sold at the store locations of Walmart was approximately 24.0% for the year ended December 31, 2021.
We expect that Walmart will continue to have a significant impact on our operating revenues in future periods,
particularly in our Consumer Services segment. It would be difficult to replace Walmart and the operating revenues
derived from products and services sold at their stores. Accordingly, the loss of Walmart or any significant decrease
in customers’ spending levels and ability or willingness to purchase our account products through Walmart, for any
reason, including due to the COVID-19 pandemic, would have a material adverse effect on our business and results
of operations. In addition, any publicity associated with the loss of any of our large retail distributors, significant
BaaS partners, third-party processors or other major consumers could harm our reputation, making it more difficult
to attract and retain consumers, BaaS partners, third-party processors and other retail distributors, and could lessen
our negotiating power with our remaining and prospective retail distributors, BaaS partners, third-party processors
and consumers.

The term of our Walmart Money Card agreement (which governs the MoneyCard program) expires on January
31, 2027, unless renewed under its automatic renewal provision, which provides for a one-year extension. Our
contracts with Walmart and our other largest retail distributors can in limited circumstances, such as our material
breach or insolvency or, in the case of Walmart, our failure to meet agreed-upon service levels, certain changes in
control, and our inability or unwillingness to agree to requested pricing changes, be terminated by these retail
distributors on relatively short notice. There can be no assurance that we will be able to continue our relationships
with our largest retail distributors, significant BaaS partners, third-party processors or consumers on the same or
more favorable terms in future periods or that our relationships will continue beyond the terms of our existing
contracts with them. Our operating revenues and results of operations could suffer if, among other things, any of our
retail distributors, significant BaaS partners, third-party processors or consumers renegotiates, terminates or fails to
renew, or to renew on similar or favorable terms, its agreement with us or otherwise chooses to modify the level of
support it provides for our products.

Our base of tax preparation partners is concentrated, and the performance of our Money Movement

Services segment depends in part on our ability to retain existing partners.

If one or more of our major tax preparation partners were to substantially reduce or stop offering our services to
their customers, our tax refund processing services business, a component of our Money Movement Services
segment, would be harmed. Substantially all the revenues we generate from our tax refund processing services
business have come from sales through a relatively small number of tax preparation firms. We do not have long-
term contractual commitments from most of our current tax preparation partners and our tax preparation partners
may elect to not renew their contracts with us with little or no advance notice. As a result, we cannot be assured that
any of our current tax preparation partners will continue to partner with us past the terms in their current
agreements. A termination of our relationships with certain tax preparation partners that provide commercial tax
preparation software would result in lost revenue and the loss of the ability to secure future relationships with new or
existing tax preparation firms that use such tax software.

Our future success depends upon the active and effective promotion of our products and services by

retail distributors and tax preparation partners.

Most of our operating revenues are derived from our products and services sold at the stores of our retail
distributors. In addition, the revenues we generate from our tax refund processing services are largely derived from
products and services sold through retail tax preparation businesses and income tax software providers. Revenues
from our retail distributors and tax preparation partners depend on a number of factors outside our control and may
vary from period to period. Because we compete with many other providers of products and services for placement
and promotion of products in the stores of our retail distributors or in conjunction with the delivery of tax preparation
services by our tax preparation providers, our success depends on the willingness of our retail distributors and tax
preparation partners to promote our products and services successfully. In general, our contracts with these third
parties allow them to exercise significant discretion over the placement and promotion of our products and services,
and they could give higher priority to the products and services of other companies for a variety of reasons.
Accordingly, losing the support of our retail distributors and tax preparation partners might limit or reduce the sales
of our products and services. Our operating revenues and operating expenses may also be negatively affected by
the operational decisions of our retail distributors and tax preparation partners. For example, if a retail distributor
reduces shelf space for our products or implements changes in its systems that disrupt the integration between its
systems and ours, our product sales could be reduced or decline, and we may incur additional merchandising costs
to ensure our products are appropriately stocked. Similarly, for a variety of reasons, many of our tax preparation
partners that provide commercial income tax preparation software offer their customers several alternatives for tax
refund processing services, including those of our competitors. Even if our retail distributors and tax preparation
partners actively and effectively promote our products and services, there can be no assurance that their efforts will
maintain or result in growth of our operating revenues.

We make significant investments in products and services that may not be successful.

Our prospects for growth depend on our ability to innovate by offering new, and adding value to our existing,
product and service offerings and on our ability to effectively commercialize such innovations. For example, in
January 2021, we launched GO2bank, a new mobile bank account aimed at serving the low-and moderate-income
market. We will continue to make investments in research, development, and marketing for new products and
services. If customers do not perceive our new offerings as providing significant value, they may fail to accept our
new products and services, which would negatively impact our operating revenues. We may not achieve significant
operating revenues from new product and service investments for a number of years, if at all. Moreover, new
products and services may not be profitable, and even if they are profitable, operating margins for new products and
services may not be as high as the margins we have experienced in the past.

Future revenue growth depends on our ability to retain and attract new long-term users of our products.

Our ability to increase account usage and account holder retention and to attract new long-term users of our
products can have a significant impact on our operating revenues. We may be unable to generate increases in
account usage, account holder retention or attract new long-term users of our products for a number of reasons,
including if we are unable to maintain our existing distribution channels, predict accurately consumer preferences or
industry changes and modify our products and services on a timely basis in response thereto, produce new features
and services that appeal to existing and prospective customers, and influence account holder behavior through
cardholder retention and usage incentives. Our results of operations could vary materially from period to period
based on the degree to which we are successful in increasing usage and retention and attracting long-term users of
our products.

Seasonal fluctuations in the use of our products and services impact our results of operations and cash

flows.

Our results of operations and cash flows vary from quarter to quarter, and periodically decline, due to the
seasonal nature of the use of our products and services. For example, our results of operations for the first half of
each year have been favorably affected by large numbers of taxpayers electing to receive their tax refunds via direct
deposit on our accounts, which caused our operating revenues to be typically higher in the first half of those years
than they were in the corresponding second half of those years. Our tax refund processing services business is also
highly seasonal as it generates the substantial majority of its revenue in the first quarter, and substantially all of its
revenue in the first half of each calendar year. To the extent that seasonal fluctuations become more pronounced, or
are not offset by other factors, our results of operations and cash flows from operating activities could fluctuate
materially from period to period.

The industries in which we compete are highly competitive.

The industries in which we compete are highly competitive and subject to rapid and significant changes. We
compete against companies and financial institutions across the retail banking, financial services, transaction
processing, consumer technology and financial technology services industries, and may compete with others in the
market who may in the future provide offerings similar to ours, particularly vendors who provide program
management and other services though a platform similar to our banking platform. These and other competitors in
the banking and electronic payments industries are introducing innovative products and services that may compete
with ours. We expect that this competition will continue as banking and electronic payments industries continue to
evolve, particularly if non-traditional payments processors and other parties gain greater market share in these
industries. If we are unable to differentiate our products and platform from and/or successfully compete with those of
our competitors, our revenues, results of operations, prospects for future growth and overall business could be
materially and adversely affected.

Many existing and potential competitors are entities substantially larger in size, more highly diversified in
revenue and substantially more established with significantly more broadly known brand awareness than ours. As
such, many of our competitors can leverage their size, robust networks, financial wherewithal, brand awareness,
pricing power and technological assets to compete with us. Additionally, some of our current and potential
competitors are subject to fewer regulations and restrictions than we are, and thus may be able to respond more
quickly in the face of regulatory and technological changes.

We are also experiencing increased competition as a result of new entrants offering free or low-cost alternatives
to our products and services. In recent years, “challenger” banks have gained market share through the marketing
of their largely free bank account offerings. To the extent these new entrants continue to take market share at our
expense, we expect that the purchase and use of our products and services would decline. In response to such
challenger banks, we launched GO2bank, a new mobile bank account aimed at serving the low-and moderate-
income market with tools that help address common financial challenges and opportunities to improve long-term
financial health. If GO2bank is not successful or our competitive position deteriorates further, we may have to
increase the incentives that we offer to our retail distributors and our tax preparation partners, or directly to
consumers, and decrease the prices of our products and services, any of which would likely adversely affect our
results of operations.

We may not keep pace with the rapid technological developments in our industry and the larger

electronic payments industry.

The electronic payments industry is subject to rapid and significant technological changes. We cannot predict
the effect of technological changes on our business. We rely in part on third parties for the development of, and
access to, new technologies. We expect that new services and technologies applicable to our industry will continue

to emerge, and these new services and technologies may be superior to, or render obsolete, the technologies we
currently utilize in our products and services. Additionally, we may make future investments in, or enter into strategic
alliances to develop, new technologies and services or to implement infrastructure change to further our strategic
objectives, strengthen our existing businesses and remain competitive. However, our ability to transition to new
services and technologies that we develop may be inhibited by a lack of industry-wide standards, by resistance from
our retail distributors, BaaS partners, third-party processors or consumers to these changes, or by the intellectual
property rights of third parties. These initiatives are inherently risky, and they may not be successful or may have an
adverse effect on our business, financial condition and results of operations.

Fraudulent and other illegal activity involving our products and services could adversely affect our

financial position and results of operations.

Criminals are using increasingly sophisticated methods to engage in illegal activities using deposit account
products (including prepaid cards), reload products, or customer information. Illegal activities involving our products
and services often include malicious social engineering schemes. Further, in connection with the COVID-19
pandemic, there has been and may continue to be a significant amount of transaction fraud with respect to prepaid
cards used to deliver stimulus and unemployment benefits, which has negatively impacted many financial services
companies.

Illegal activities may also include fraudulent payment or refund schemes and identity theft. We rely upon third
parties for transaction processing services, which subjects us and our customers to risks related to the
vulnerabilities of those third parties. A single significant incident of fraud, or increases in the overall level of fraud,
involving our cards and other products and services, have in the past and could in the future, result in reputational
damage to us. Such damage could reduce the use and acceptance of our cards and other products and services,
cause retail distributors to cease doing business with us, or lead to greater regulation that would increase our
compliance costs. Fraudulent activity could also result in the imposition of regulatory sanctions, including significant
monetary fines, which could adversely affect our business, results of operations and financial condition.

To address the challenges that we face with respect to fraudulent activity, we have implemented risk control
mechanisms that have made it more difficult for all customers, including legitimate customers, to obtain and use our
products and services. We believe it is likely that our risk control mechanisms may continue to adversely affect our
new card activations for the foreseeable future and that our operating revenues will be negatively impacted as a
result. Further, implementing such risk control mechanisms can be costly and has and may continue to negatively
impact our operating margins.

We are exposed to losses from customer accounts.

Fraudulent activity involving our products may lead to customer disputed transactions, for which we may be
liable under banking regulations and payment network rules. Our fraud detection and risk control mechanisms may
not prevent all fraudulent or illegal activity. To the extent we incur losses from disputed transactions, our business,
results of operations and financial condition could be materially and adversely affected. Additionally, our cardholders
can incur charges in excess of the funds available in their accounts, and we may become liable for these overdrafts.
For cardholders who are not enrolled or do not meet the eligibility requirements of our overdraft protection program,
we generally decline authorization attempts for amounts that exceed the available balance in a cardholder’s
account, however, the application of card association rules, the timing of the settlement of transactions and the
assessment of the card’s monthly maintenance fee, among other things, can still result in overdrawn accounts. Our
overdraft exposure in these instances arises primarily from late-posting. A late-post occurs when a merchant posts a
transaction within a payment network-permitted time frame, but subsequent to our release of the authorization for
that transaction, as permitted by card association rules. Under card association rules, we may be liable for the
transaction amount even if the cardholder has made additional purchases in the intervening period and funds are no
longer available on the card at the time the transaction is posted.

Additionally, beginning in 2021, we introduced an optional overdraft protection program service on certain
demand deposit account programs that allows eligible cardholders who opt-in to spend up to a pre-authorized
amount in excess of their available card balance.

We maintain reserves to cover the risk that we may not recover these amounts due from our cardholders, but
our exposure may increase above these reserves for a variety of reasons, including our failure to predict the actual
recovery rate accurately. To the extent we incur losses from overdrafts above our reserves or we determine that it is
necessary to increase our reserves substantially, our business, results of operations and financial condition could be
materially and adversely affected.

We face settlement risks from our distributors and banking partners, which may increase during an

economic recession.

A large portion of our business is conducted through retail distributors that sell our products and services to
consumers at their store locations or other partners that collect funds and fees from our customers on our behalf.
Our retail distributors and partners collect funds from the consumers who purchase our products and services and
then must remit these funds directly to our subsidiary bank. The remittance of these funds by the retail distributor or
partner takes on average two business days. If a retail distributor or partner becomes insolvent, files for bankruptcy,
commits fraud or otherwise fails to remit proceeds to our card issuing bank from the sales of our products and
services, we are liable for any amounts owed to our customers. As of December 31, 2021, we had assets subject to
settlement risk of $320.4 million. Given the possibility of recurring volatility in global financial markets, the
approaches we use to assess and monitor the creditworthiness of our retail distributors may be inadequate, and we
may be unable to detect and take steps to mitigate an increased credit risk in a timely manner. Economic recessions
could result in settlement losses, whether or not directly related to our business. We are not insured against these
risks. Significant settlement losses could have a material adverse effect on our business, results of operations and
financial condition.

Economic, political and other conditions may adversely affect trends in consumer spending.

The electronic payments industry, including the prepaid financial services segment within that industry, depends
heavily upon the overall level of consumer spending. An economic recession may result in us experiencing a
reduction in the number of our accounts that are purchased or reloaded, the number of transactions involving our
cards and the use of our reload network and related services. A sustained reduction in the use of our products and
related services, either as a result of a general reduction in consumer spending or as a result of a disproportionate
reduction in the use of card-based payment systems, would materially harm our business, results of operations and
financial condition.

We must be able to operate and scale our technology effectively.

Our ability to continue to provide our products and services to network participants, as well as to enhance our
existing products and services and offer new products and services, is dependent on our information technology
systems. If we are unable to manage and scale the technology associated with our business effectively, we could
experience increased costs, reductions in system availability and losses of our network participants. Any failure of
our systems in scalability and functionality would adversely impact our business, financial condition and results of
operations.

Our business could suffer if there is a decline in the use of prepaid cards as a payment mechanism or

there are adverse developments with respect to the prepaid financial services industry in general.

As the prepaid financial services industry evolves, consumers may find prepaid financial services to be less
attractive than traditional or other financial services. Consumers might not use prepaid financial services for any
number of reasons, including the general perception of our industry, new technologies, a decrease in our distribution
partners’ willingness to sell these products as a result of a more challenging regulatory environment or other factors
outside of our control such as an economic recession. If consumers do not continue or increase their usage of
prepaid cards, including making changes in the way prepaid cards are loaded, our operating revenues may decline.
Any projected growth for the industry may not occur or may occur more slowly than estimated. If consumer
acceptance of prepaid financial services does not continue to develop or develops more slowly than expected or if
there is a shift in the mix of payment forms, such as cash, credit cards, traditional debit cards and prepaid cards,
away from our products and services, it could have a material adverse effect on our financial position and results of
operations.

RISKS RELATED TO OUR OPERATIONS

Our business is dependent on the efficient and uninterrupted operation of computer network systems

and data centers, including third party systems.

Our ability to provide reliable service to customers and other network participants depends on the efficient and
uninterrupted operation of our computer network systems and data centers as well as those of our retail distributors,
network acceptance members and third-party processors. Our business involves the movement of large sums of
money, the processing of large numbers of transactions and the management of the data necessary to do both. Our
success in our account programs, including our BaaS programs, as well as our money movement services,
depends upon the efficient and error-free handling of the money that is collected, remitted or deposited in
connection with the provision of our products and services. We rely on the ability of our employees, systems and
processes and those of the banks that issue our cards, our retail distributors, tax refund preparation partners, other

business partners and third-party processors to process and facilitate these transactions in an efficient,
uninterrupted and error-free manner. Their failure to do so could materially and adversely impact our operating
revenues and results of operations, particularly during the tax season, when we derive substantially all of our
operating revenues for our tax refund processing services and a significant portion of our other operating revenues.

Our systems and the systems of third-party processors are susceptible to outages and interruptions due to fire,
natural disaster, power loss, telecommunications failures, software or hardware defects, terrorist attacks, pandemics
such as the COVID-19 pandemic and similar events. We use both internally developed and third-party systems,
including cloud computing and storage systems, for our services and certain aspects of transaction processing.
Interruptions in our service may result for a number of reasons. Additionally, the data center hosting facilities that we
use could be closed without adequate notice or suffer unanticipated problems resulting in lengthy interruptions in
our service. Moreover, as we continue to add data centers and add capacity in our existing data centers, we could
experience problems transferring customer accounts and data, impairing the delivery of our service.

We are currently in the process of bringing processing in-house instead of using third-party processors. As a
result, some customers may experience disruptions in service in connection with this ongoing project despite
significant investments in planning and testing on the part of us and our processing technology partners. In addition,
our inability to transition to in-house processing, or any failure by us to process transactions in a timely manner once
we begin processing transactions, could cause significant disruptions to our customers and our business.

Any damage to, or failure of, or delay in our processes or systems generally, or those of our vendors (including
as a result of disruptions at our third-party data center hosting facilities and cloud providers), or an improper action
by our employees, agents or third-party vendors, could result in interruptions in our service, causing customers,
retail distributors and other partners to become dissatisfied with our products and services or obligate us to issue
credits or pay fines or other penalties to them. Sustained or repeated process or system failures could reduce the
attractiveness of our products and services, including our banking platform, and result in contract terminations,
thereby reducing operating revenue and harming our results of operations. Further, negative publicity arising from
these types of disruptions could be damaging to our reputation and may adversely impact use of our products and
services, including our banking platform, and adversely affect our ability to attract new customers and business
partners. Additionally, some of our contracts with retail distributors, including our contract with Walmart, contain
service level standards pertaining to the operation of our systems, and provide the retail distributor with the right to
collect damages and potentially to terminate its contract with us for system downtime exceeding stated limits. If we
face system interruptions or failures, our business interruption insurance may not be adequate to cover the losses
or damages that we incur. In addition, our insurance costs may also increase substantially in the future to cover the
costs our insurance carriers may incur.

A data security breach could expose us to liability and protracted and costly litigation, and could

adversely affect our reputation and operating revenues.

We and our retail distributors, tax preparation partners, network acceptance members, third-party processors
and the merchants that accept our cards receive, transmit and store confidential customer and other information,
including personal information, in connection with the sale and use of our products and services. Our encryption
software and the other technologies we use to provide security for storage, processing and transmission of
confidential customer and other information may not be effective to protect against data security breaches by third
parties. The risk of unauthorized circumvention of our security measures has been heightened by advances in
computer capabilities and the increasing sophistication of hackers, including state sponsored hackers. Our retail
distributors, tax preparation partners, network acceptance members, other business partners, third-party processors
and the merchants that accept our cards also may experience similar security breaches or discover securities
vulnerabilities involving the receipt, transmission and storage of our confidential customer and other information.
Improper access to our or these third parties’ systems or databases could result in the theft, publication, deletion or
modification of confidential customer and other information.

A data security breach of the systems on which sensitive cardholder or other customer or end-customer data
and account information are stored could lead to fraudulent activity involving our products and services, reputational
damage and claims or regulatory actions against us. Regardless of whether or not we are sued or face regulatory
actions, a breach will require us to carefully assess the materiality of a cyber-attack. Depending on the nature and
magnitude of the accessed data, this effort may require substantial resources. If we are sued in connection with any
data security breach, we could be involved in protracted and costly litigation. If unsuccessful in defending that
litigation, we might be forced to pay damages and/or change our business practices, any of which could have a
material adverse effect on our operating revenues and profitability. We would also likely have to pay (or indemnify
the banks that issue our cards for) fines, penalties and/or other assessments imposed by Visa or MasterCard as a
result of any data security breach. Further, a significant data security breach could lead to additional regulation,
which could impose new and costly compliance obligations. In addition, a data security breach or perceived security

vulnerability at one of the third-party banks that issue our cards or at our retail distributors, tax preparation partners,
network acceptance members, other business partners, third-party processors or the merchants that accept our
cards could result in significant reputational harm to us and cause the use and acceptance of our cards or other
products and services to decline, either of which could have a significant adverse impact on our operating revenues
and future growth prospects. Moreover, it may require substantial financial resources to address and remediate any
such breach, including additional costs for hiring an external party to conduct a forensic investigation, replacement
cards, manufacturing, distribution, re-stocking fees, fraud monitoring, and other added security measures, among
others, which could have a significant adverse impact on our operating results.

Additionally, we cannot be certain that our insurance coverage will be adequate for data security liabilities
actually incurred, will cover any indemnification claims against us relating to any incident, that insurance will
continue to be available to us on reasonable terms, or that any insurer will not deny coverage as to any future claim.
The assertion of large claims against us that exceed available insurance coverage, or the occurrence of changes in
our insurance policies, including premium increases or large deductible or co-insurance requirements, could have a
material adverse effect on our business, including our financial condition, operating results, and reputation.

Failure to maintain satisfactory compliance with certain privacy and data protection laws and

regulations may subject us to substantial negative financial consequences and civil or criminal penalties.

Complex existing and emerging local, state, and federal laws and regulations apply to the collection, use,
retention, protection, disclosure, transfer, and other processing of personal information. These privacy laws and
regulations are quickly evolving, with new or modified laws and regulations proposed and implemented frequently
and existing laws and regulations subject to new or different interpretations. Complying with these laws and
regulations can be costly and can impede the development and offering of new products and services. In addition,
our failure to comply with applicable laws and regulations or other obligations to which we may be subject relating to
personal information, or to protect personal information from unauthorized access, use, or other processing, could
result in enforcement actions and regulatory investigations against us, claims for damages by customers and other
affected individuals, fines, damage to our reputation, and loss of goodwill, any of which could have a material
adverse effect on our operations, financial performance, and business.

Replacing third-party vendors would be difficult and disruptive to our business.

Some services relating to our business, including fraud management and other customer verification services,
cash processing, card production, and customer service, are outsourced to third-party vendors. We also depend on
third-party banks to assist with our tax refund processing services. It would be difficult to replace some of our third-
party vendors in a timely manner if they were unwilling or unable to provide us with these services during the term of
their agreements with us or if they elected not to renew their contracts with us, and our business and operations
would be adversely affected. Additionally, replacing third-party vendors with in-house solutions may lead to
unanticipated operating costs and potential exposure to increased regulatory scrutiny. In particular, due to the
seasonality in our business, any material service interruptions, service delays or changes in service contracts with
key vendors during the tax season would result in losses that have an even greater adverse effect on that business
than would be the case with our overall business.

Further, we have in the past and may in the future experience operational issues with the third-party call centers
that we rely on to provide customer support. For example, many of our U.S. and international third-party call centers
were closed during portions of the first half of 2020 due to the COVID-19 pandemic, which resulted in delayed
responses to customers and a higher usage of automated services. While such issues have largely been resolved,
these conditions contributed to transaction losses as compared to prior periods. Any prolonged closure or disruption
in the services provided by such call centers would have an adverse effect on our business.

Some of our operations, including a significant portion of our software development operations, are

located outside of the United States, which subjects us to additional risks.

We have significantly expanded our software development operations in Shanghai, China and we expect to
continue to increase headcount and infrastructure as we scale our operations in this region. A prolonged disruption
at our China facility for any reason due to natural- or man-made disasters, outbreaks of disease, such as the
COVID-19 pandemic, climate change or other events outside of our control, such as equipment malfunction or
large-scale outages or interruptions of service from utilities or telecommunications providers, could potentially delay
our ability to launch new products or services, which could materially and adversely affect our business. Additionally,
as a result of our international operations, we face numerous other challenges and risks, including:

•

increased complexity and costs of managing international operations;

regional economic and geopolitical instability and military conflicts;

•

limited protection of our intellectual property and other assets;

compliance with and unanticipated changes in local laws and regulations, including tax laws and

regulations;

•

foreign currency exchange fluctuations relating to our international operating activities;

local business and cultural factors that differ from our normal standards and practices; and

differing employment practices and labor relations.

REGULATORY AND LEGAL RISKS

As a bank holding company, we are subject to extensive and potentially changing regulation and may

be required to serve as a source of strength for Green Dot Bank.

As a bank holding company, we are subject to comprehensive supervision and examination by the Federal
Reserve Board and the State of Utah Department of Financial Institutions and must comply with applicable
regulations and other commitments we have agreed to, including financial commitments with respect to minimum
capital and leverage requirements. If we fail to comply with any of these requirements, we may become subject to
formal or informal enforcement actions, proceedings, or investigations, which could result in regulatory orders,
restrictions on our business operations or requirements to take corrective actions, which may, individually or in the
aggregate, affect our results of operations and restrict our ability to grow. If we fail to comply with the applicable
capital and leverage requirements, or if Green Dot Bank fails to comply with its applicable capital and leverage
requirements, the Federal Reserve Board may limit our or Green Dot Bank's ability to pay dividends or fund stock
repurchases, or if we become less than adequately capitalized, require us to raise additional capital. As a bank
holding company and an FHC, we are generally prohibited from engaging, directly or indirectly, in any activities
other than those permissible for bank holding companies and FHCs. In addition, if at any time we or Green Dot
Bank fail to be “well capitalized” or “well managed,” we may not commence, or acquire any shares of a company
engaged in, any activities only permissible for an FHC, without prior Federal Reserve approval. The restriction on
our ability to commence, or acquire any shares of a company engaged in, any activities only permissible for an
FHC, without prior Federal Reserve approval would also generally apply if Green Dot Bank received a CRA rating of
less than “Satisfactory.” Currently, under the BHC Act, we may not be able to engage in new activities or acquire
shares or control of other businesses. Such restrictions might limit our ability to pursue future business opportunities
which we might otherwise consider, but which might fall outside the scope of permissible activities. U.S. bank
regulatory agencies from time to time take supervisory actions under certain circumstances that restrict or limit a
financial institution's activities, including in connection with examinations, which take place on a continual basis. In
some instances, we are subject to significant legal restrictions on our ability to publicly disclose these actions or the
full details of these actions, including those in examination reports. In addition, as part of the regular examination
process, our and Green Dot Bank's regulators may advise us or our subsidiaries to operate under various
restrictions as a prudential matter. Such restrictions may include not being able to engage in certain categories of
new activities or acquire shares or control of other companies.

The failure by Green Dot Bank to properly classify its deposits could have an adverse effect on our

financial condition.

The FDIC issued a final rule relating to the classification of brokered deposits, which became effective on April
1, 2021, with full compliance with certain provisions extended to January 1, 2022. The final rule establishes a new
framework for analyzing certain provisions of the “deposit broker” definition, including “placing deposits,” “facilitating
the placement of deposits” and “primary purpose,” for purposes of the classification of deposits as brokered
deposits and exemptions from such a classification. As a result of the new rule, Green Dot Bank reclassified its
deposits as non-brokered. We cannot predict how the FDIC will interpret the new rule and whether it will result in a
change in the way our deposits are classified. If the FDIC determines that Green Dot Bank’s deposits should
actually be classified as brokered, such a finding could have an adverse impact on our financial condition.

Failure by us and our business partners to comply with applicable laws and regulations could have an

adverse effect on our business, financial position and results of operations.

The banking, financial technology, transaction processing and tax refund processing services industries are
highly regulated, and failure by us, the banks that issue our cards or the businesses that participate in our reload
network or other business partners to comply with the laws and regulations to which we are subject could negatively
impact our business. We are subject to state money transmission licensing requirements and a wide range of
federal and other state laws and regulations. In particular, our products and services are subject to an increasingly
strict set of legal and regulatory requirements intended to protect consumers and to help detect and prevent money

laundering, terrorist financing and other illicit activities. For example, we are subject to the anti-money laundering
reporting and recordkeeping requirements of the BSA, as amended by the PATRIOT Act.

From time to time, federal and state legislators and regulatory authorities, including state attorney generals,
increase their focus on the banking, consumer financial services and tax preparation industries and may propose
and adopt new legislation or guidance that could result in significant adverse changes in the regulatory landscape
for financial institutions and financial services companies. Accordingly, changes in laws and regulations or the
interpretation or enforcement thereof may occur that could increase our compliance and other costs of doing
business, require significant systems redevelopment, or render our products or services less profitable or obsolete,
any of which could have an adverse effect on our results of operations. For example, we could face more stringent
anti-money laundering rules and regulations, as well as more stringent licensing rules and regulations, compliance
with which could be expensive and time consuming. In addition, adverse rulings relating to the industries in which
we participate could cause our products and services to be subject to additional laws and regulations, which could
make our products and services less profitable. Further, with the current administration and leadership at federal
agencies such as the CFPB, we expect that financial institutions will remain heavily regulated in the near future and
that additional laws or regulations may be adopted that further regulate specific banking practices, including with
respect to the fees we are permitted to charge to customers.

If additional regulatory requirements were imposed on our bank or the sale of our products and services, the
requirements could lead to a loss of retail distributors, tax preparation partners or other business partners, which
could materially and adversely impact our operations. Moreover, if our products are adversely impacted by the
interpretation or enforcement of these regulations or if we or any of our retail distributors or tax preparation partners
were unwilling or unable to make such operational changes to comply with the interpretation or enforcement thereof,
we would no longer be able to sell our products and services through that noncompliant retail distributor or tax
preparation partner, which could materially and adversely affect our business, financial position and operating
results.

Failure by us or those businesses to comply with the laws and regulations to which we are or may become
subject could result in fines, penalties or limitations on our ability to conduct our business, or federal or state
actions, any of which could significantly harm our reputation with consumers, banks that issue our cards and
regulators, and could materially and adversely affect our business, operating results and financial condition. Many of
these laws can be unclear and inconsistent across various jurisdictions and ensuring compliance with them could be
difficult and costly. If new regulations or laws result in changes in the way we are regulated, these regulations could
expose us to increased regulatory oversight, more burdensome regulation of our business, and increased litigation
risk, each of which could increase our costs and decrease our operating revenues. Furthermore, limitations placed
on the fees we charge or the disclosures that must be provided with respect to our products and services could
increase our costs and decrease our operating revenues.

Changes in rules or standards set by the payment networks, or changes in debit network fees or
products or interchange rates, could adversely affect our business, financial position and results of
operations.

We are subject to association rules that could subject us to a variety of fines or penalties that may be levied by
the card associations or networks for acts or omissions by us or businesses that work with us, including card
processors, such as MasterCard PTS. The termination of the card association registrations held by us or any
changes in card association or other debit network rules or standards, including interpretation and implementation of
existing rules or standards, that increase the cost of doing business or limit our ability to provide our products and
services could have an adverse effect on our business, operating results and financial condition. In addition, from
time to time, card associations may increase the fees that they charge, which could increase our operating
expenses, reduce our profit margin and adversely affect our business, results of operations and financial condition.

Furthermore, a substantial portion of our operating revenues is derived from interchange fees. For the year
ended December 31, 2021, interchange revenues represented 27% of our total operating revenues, and we expect
interchange revenues to continue to represent a significant percentage of our total operating revenues. The amount
of interchange revenues that we earn is highly dependent on the interchange rates that the payment networks set
and adjust from time to time.

The enactment of the Dodd-Frank Act required the Federal Reserve Board to implement regulations that have
substantially limited interchange fees for many issuers. While the interchange rates that may be earned by us and
Green Dot Bank are exempt from the limitations imposed by the Dodd-Frank Act, there can be no assurance that
future regulation or changes by the payment networks will not impact our interchange revenues substantially. If
interchange rates decline, whether due to actions by the payment networks or future regulation, we would likely
need to change our fee structure to offset the loss of interchange revenues. However, our ability to make these

changes is limited by the terms of our contracts and other commercial factors, such as price competition. To the
extent we increase the pricing of our products and services, we might find it more difficult to acquire consumers and
to maintain or grow card usage and customer retention, and we could suffer reputational damage and become
subject to greater regulatory scrutiny. We also might have to discontinue certain products or services. As a result,
our total operating revenues, operating results, prospects for future growth and overall business could be materially
and adversely affected.

Litigation or investigations could result in significant settlements, fines or penalties.

We are subject to regulatory oversight in the normal course of our business and have been and from time to
time may be subject to securities class actions and other litigation or regulatory or judicial proceedings or
investigations. For example, on October 5, 2021, Republic Bank & Trust Company ("Republic Bank") filed a lawsuit
against us in the Court of Chancery of the State of Delaware. The lawsuit alleges breach of the purchase agreement
related to our proposed acquisition of Republic Bank's Tax Refund Solutions business. The original complaint
sought injunctive relief or, in the alternative, monetary damages. Republic Bank has indicated that it may seek to
amend the pleadings to add additional claims. The outcome of this litigation, and any other litigation and regulatory
or judicial proceedings or investigations is difficult to predict. Plaintiffs or regulatory agencies or authorities in these
matters may seek recovery of very large or indeterminate amounts, seek to have aspects of our business
suspended or modified or seek to impose sanctions, including significant monetary fines. The monetary and other
impact of these actions, litigations, proceedings or investigations may remain unknown for substantial periods of
time. The cost to defend, settle or otherwise resolve these matters may be significant. Further, an unfavorable
resolution of litigation, proceedings or investigations against us could have a material adverse effect on our
business, operating results, or financial condition. In this regard, such costs could make it more difficult to maintain
the capital, leverage and other financial commitments at levels we have agreed to with the Federal Reserve Board
and the Utah Department of Financial Institutions. If regulatory or judicial proceedings or investigations were to be
initiated against us by private or governmental entities, adverse publicity that may be associated with these
proceedings or investigations could negatively impact our relationships with retail distributors, tax preparation
partners, network acceptance members, other business partners and card processors and decrease acceptance
and use of, and loyalty to, our products and related services, and could impact the price of our Class A common
stock. In addition, such proceedings or investigations could increase the risk that we will be involved in litigation. For
the foregoing reasons, any regulatory or judicial proceedings or investigations that are initiated against us by private
or governmental entities, could adversely affect our business, results of operations and financial condition or could
cause our stock price to decline.

We may be unable to adequately protect our brand and our intellectual property rights related to our

products and services or third parties may allege that we are infringing their intellectual property rights.

The Green Dot, GO2bank, MoneyPak, TPG and other brands and marks are important to our business, and we
utilize trademark registrations and other means to protect them. Our business would be harmed if we were unable
to protect our brand against infringement and its value was to decrease as a result. We also rely on a combination
of patent, trademark and copyright laws, trade secret protection and confidentiality and license agreements to
protect the intellectual property rights related to our products and services. We currently have 13 issued patents, 2
published patents and 1 patent application pending. Although we generally seek patent protection for inventions and
improvements that we anticipate will be incorporated into our products and services, there is always a chance that
our patents or patent applications could be challenged, invalidated or circumvented, or that an issued patent will not
adequately cover the scope of our inventions or improvements incorporated into our products or services.
Additionally, our patents could be circumvented by third parties.

We may unknowingly violate the intellectual property or other proprietary rights of others and, thus, may be
subject to claims by third parties. Because of the existence of a large number of patents in the mobile technology
field, the secrecy of some pending patents, and the rapid rate of issuance of new patents, it is not economically
practical or even possible to determine in advance whether a product or any of its elements infringes or will infringe
on the patent rights of others. Regardless of the merit of these claims, we may be required to devote significant time
and resources to defending against these claims or to protecting and enforcing our own rights. We might also be
required to develop a non-infringing technology or enter into license agreements and there can be no assurance
that licenses will be available on acceptable terms and conditions, if at all. Some of our intellectual property rights
may not be protected by intellectual property laws, particularly in foreign jurisdictions. The loss of our intellectual
property or the inability to secure or enforce our intellectual property rights or to defend successfully against an
infringement action could harm our business, results of operations, financial condition and prospects.

RISKS RELATED TO OUR CAPITAL NEEDS AND INDEBTEDNESS

We might require additional capital to support our business in the future, and this capital might not be

available on acceptable terms, or at all.

If our unrestricted cash and cash equivalents balances and any cash generated from operations are not
sufficient to meet our future cash requirements, we will need to access additional capital to fund our operations. We
may also need to raise additional capital to take advantage of new business or acquisition opportunities. However,
we may not be able to raise needed cash in a timely basis on terms acceptable to us or at all. Financings, if
available, may be on terms that are dilutive or potentially dilutive to our stockholders. The holders of new securities
may also receive rights, preferences or privileges that are senior to those of existing holders of our Class A common
stock. In addition, if we were to raise cash through a debt financing, the terms of the financing might impose
additional conditions or restrictions on our operations that could adversely affect our business. If we require new
sources of financing but they are insufficient or unavailable, we would be required to modify our operating plans to
take into account the limitations of available funding, which would harm our ability to maintain or grow our business.
Should we require additional credit at levels we are unable to access, the cost of credit is greater than expected, or
the cost-savings measures we have implemented are ineffective or result in us incurring greater costs, our operating
results could be adversely affected. Further, additional borrowings on our revolving line of credit have and will cause
us to incur additional interest expense, which will negatively affect our earnings.

Our debt agreements contain restrictive covenants and financial ratio tests that restrict or prohibit our

ability to engage in or enter into a variety of transactions.

Under our $100 million five-year revolving facility, we are subject to various covenants that may have the effect
of limiting, among other things, our ability and the ability of certain of our subsidiaries to: merge with other entities,
enter into a transaction resulting in a change in control, create new liens, incur additional indebtedness, sell assets
outside of the ordinary course of business, enter into transactions with affiliates (other than subsidiaries) or
substantially change the general nature of our and our subsidiaries’ business, taken as a whole, make certain
investments, enter into restrictive agreements, or make certain dividends or other distributions. These restrictions
could limit our ability to take advantage of financing, merger, acquisition or other opportunities, to fund our business
operations or to fully implement our current and future operating strategies. We must also maintain compliance with
a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio of 2.50 and 1.25,
respectively, at the end of any fiscal quarter. Our ability to meet these financial ratios and tests will be dependent
upon our future performance and may be affected by events beyond our control (including factors discussed in this
“Risk Factors" section). If we fail to satisfy these requirements, our indebtedness under these agreements could
become accelerated and payable at a time when we are unable to pay them. This would adversely affect our ability
to implement our operating strategies and would have a material adverse effect on our financial condition.

GENERAL RISKS

Our operating results may fluctuate in the future, which could cause our stock price to decline.

If our quarterly and annual results of operations fall below the expectations of investors or any securities
analysts who follow our Class A common stock, the trading price of our Class A common stock could decline
substantially. Fluctuations in our quarterly or annual results of operations might result from a number of factors
including the occurrence of one or more of the events or circumstances described in these risk factors, many of
which are outside of our control, including, but not limited to:

•

the timing and volume of purchases and use of our products and services;

the timing and volume of tax refunds or other government payments processed by us;

the timing and success of new product or service introductions by us or our competitors;

fluctuations in customer retention rates;

changes in the mix of products and services that we sell or changes in the mix of our client retail

•
distributors;

•

the timing of commencement of new and existing product roll outs, developments and initiatives and the lag

before those new products, channels or retail distributors generate material operating revenues;

•

our ability to effectively sell our products through direct-to-consumer initiatives;

costs associated with significant changes in our risk policies and controls;

•

the amount and timing of major advertising campaigns, including sponsorships;

the amount and timing of capital expenditures and operating costs;

our ability to control costs, including third-party service provider costs and sales and marketing expenses;

volatility in the trading price of our Class A common stock;

changes in the political or regulatory environment affecting the industries in which we operate;

economic recessions or uncertainty in financial markets, and the impact of inflation; and

other factors beyond our control, such as terrorism, war, natural disasters and pandemics, including the

COVID-19 pandemic as well as the other items included in these risk factors.

Our actual operating results may differ significantly from our guidance.

From time to time, we issue guidance in our quarterly earnings conference calls, or otherwise, regarding our
future performance that represents our management’s estimates as of the date of release. Guidance is necessarily
speculative in nature, and is only an estimate of what management believes is realizable as of the date of release,
and it can be expected that some or all of the assumptions underlying the guidance furnished by us will prove to be
incorrect or will vary significantly from actual results. Actual results will vary from our guidance and the variations
may be material, especially in times of economic uncertainty.

Our future success depends on our ability to attract, integrate, retain and incentivize key personnel.

Our ability to manage and grow our business will depend, to a significant extent, on our ability to attract,
integrate, retain and recognize key personnel, namely our management team and experienced sales, marketing and
program and technology development personnel. We may experience difficulty in managing transitions and
assimilating newly-hired personnel, and if we fail to manage these transitions successfully, we could experience
significant delays or difficulty in the achievement of our development and strategic objectives and our business,
financial condition and results of operations could be materially and adversely harmed. Competition for qualified
management, sales, marketing and program and technology development personnel can be intense. Competitors
have in the past and may in the future attempt to recruit our top management and employees. In order to attract and
retain personnel in a competitive marketplace, we must provide competitive pay packages, including cash and
equity-based compensation and the volatility in our stock price may from time to time adversely affect our ability to
recruit or retain employees. Additionally, our U.S.-based employees, including our senior management team, work
for us on an at-will basis and there is no assurance that any such employee will remain with us. Current nationwide
job market dynamics, where the number of workers across the U.S. who quit their job in a single month in 2021 has
broken multiple all-time U.S. records (referred to as the "Great Resignation"), further increases the challenge of
employee retention.

Acquisitions or investments, or the failure to consummate such transactions, could disrupt our

business and harm our financial condition.

We have in the past acquired, and we expect to acquire in the future, other businesses and technologies.
Identifying suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to
identify suitable candidates or successfully complete identified acquisitions. Failure to complete an acquisition could
adversely affect our business as we could be required to pay a termination fee under certain circumstances or be
subject to litigation (such as the recent lawsuit filed by Republic Bank), and our stock price may also suffer as the
failure to consummate such an acquisition may result in negative perception in the investment community.

Further, the process of integrating an acquired business, product, service or technology can involve a number of

special risks and challenges, including:

•

increased regulatory and compliance requirements;

implementation or remediation of controls, procedures and policies at the acquired company;

diversion of management time and focus from operation of our then-existing business;

integration and coordination of product, sales, marketing, program and systems management functions;

transition of the acquired company’s users and customers onto our systems;

integration of the acquired company’s systems and operations generally with ours;

•

integration of employees from the acquired company into our organization;

loss or termination, including costs associated with the termination or replacement of employees;

liability for activities of the acquired company prior to the acquisition, including violations of law, commercial

disputes, and tax and other known and unknown liabilities; and

•

increased litigation or other claims in connection with the acquired company, including claims brought by

terminated employees, customers, former stockholders or other third parties.

If we are unable to successfully integrate an acquired business or technology or otherwise address these
special risks and challenges or other problems encountered in connection with an acquisition, we might not realize
the anticipated benefits of that acquisition, we might incur unanticipated liabilities, or we might otherwise suffer harm
to our business generally. Furthermore, acquisitions and investments are often speculative in nature and the actual
benefits we derive from them could be lower or take longer to materialize than we expect. In addition, to the extent
we pay the consideration for any future acquisitions or investments in cash, it would reduce the amount of cash
available to us for other purposes. Future acquisitions or investments could also result in dilutive issuances of our
equity securities or the incurrence of debt, contingent liabilities, amortization expenses, or goodwill impairment
charges, any of which could harm our financial condition and negatively impact our stockholders.

An impairment charge of goodwill or other intangible assets could have a material adverse impact on

our financial condition and results of operations.

Because we have grown in part through acquisitions, our net goodwill and intangible assets represent a
significant portion of our consolidated assets. Our net goodwill and intangible assets were $466.9 million as of
December 31, 2021. Under generally accepted accounting principles in the United States ("U.S. GAAP"), we are
required to test the carrying value of goodwill and intangible assets at least annually or sooner if events occur that
indicate impairment could exist, such as a significant change in the business climate, including a significant
sustained decline in a reporting unit’s fair value, legal and regulatory factors, operating performance indicators,
competition and other factors. The amount of any impairment charge could be significant and could have a material
adverse impact on our financial condition and results of operations for the period in which the charge is taken.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial

statements on a timely basis could be impaired.

Our management is responsible for establishing and maintaining adequate internal control over financial
reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of
financial statements for external purposes in accordance with U.S. GAAP. We have in the past and may in the future
discover areas of our internal financial and accounting controls and procedures that need improvement. If we are
unable to maintain proper and effective internal controls, we may not be able to produce accurate financial
statements on a timely basis and might suffer adverse regulatory consequences or violate NYSE listing standards,
which could adversely affect our ability to operate our business and could result in regulatory action, and could
require us to restate our financial statements. Any such restatement could result in a loss of public confidence in the
reliability of our financial statements and sanctions imposed on us by the SEC.

Our business could be negatively affected by actions of stockholders.

The actions of stockholders could adversely affect our business. Specifically, certain actions of certain types of
stockholders, including without limitation public proposals, requests to pursue a strategic combination or other
transaction or special demands or requests, could disrupt our operations, be costly and time-consuming or divert
the attention of our management and employees and increase the volatility of our stock. In addition, perceived
uncertainties as to our future direction in relation to the actions of our stockholders may result in the loss of potential
business opportunities or the perception that we are unstable and need to make changes, which may be exploited
by our competitors and make it more difficult to attract and retain personnel as well as customers, service providers
and partners. Actions by our stockholders may also cause fluctuations in our stock price based on speculative
market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our
business.

Our charter documents, Delaware law and our status as bank holding company could discourage, delay

or prevent a takeover that stockholders consider favorable.

Provisions in our certificate of incorporation and bylaws, as well as provisions under Delaware law, could
discourage potential takeover attempts, reduce the price that investors might be willing to pay in the future for
shares of our Class A common stock, and result in the trading price of our Class A common stock being lower than it

otherwise would be. In addition to the foregoing, under the BHC Act and the Change in Bank Control Act, and their
respective implementing regulations, Federal Reserve Board approval is necessary prior to any person or company
acquiring control of a bank or bank holding company, subject to certain exceptions. Control, among other
considerations, exists if an individual or company acquires 25% or more of any class of voting securities, and may
be presumed to exist if a person acquires 10% or more of any class of voting securities. These restrictions could
affect the willingness or ability of a third party to acquire control of us for so long as we are a bank holding company.

ITEM 1B. Unresolved Staff Comments

None.

ITEM 2. Properties

Not applicable.

ITEM 3. Legal Proceedings

Information with respect to this item may be found under the caption "Litigation and Claims" in Note 21—
Commitments and Contingencies to the Consolidated Financial Statements included herein, which information is
incorporated into this Item 3 by reference.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities

PART II

Market Information

Our Class A common stock is listed on the NYSE under the symbol “GDOT.”

Holders of Record

As of January 31, 2022, we had 50 holders of record of our Class A common stock. The actual number of
stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners,
but whose shares are held in street name by brokers and other nominees. This number of holders of record also
does not include stockholders whose shares may be held in trust by other entities.

Dividends

We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay
any cash dividends on our Class A common stock for the foreseeable future. We expect to retain future earnings, if
any, to fund the development and future growth of our business. Any future determination to pay dividends on our
Class A common stock, if permissible, will be at the discretion of our board of directors and will depend upon,
among other factors, our financial condition, operating results, current and anticipated cash needs, plans for
expansion and other factors that our board of directors may deem relevant.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In May 2017, our Board of Directors authorized, subject to regulatory approval, expansion of our stock
repurchase program for $150 million. During the second quarter of 2019, we made an up-front payment of
$100 million to enter into an accelerated share repurchase ("ASR") agreement. In August 2019, we completed final
settlement under the ASR, receiving in total approximately 2.1 million shares at an average repurchase price of
$48.26. We had no repurchase activity during the years ended December 31, 2021 and 2020.

In February 2022, our Board of Directors provided authorization to increase our stock repurchase limit to $100

million for any future repurchases.

For the majority of restricted stock units (including performance-based restricted stock units) granted, the
number of shares issued on the date the restricted stock units vest is net of shares withheld to meet applicable tax
withholding requirements. Although these withheld shares are not issued or considered common stock repurchases
under our stock repurchase program, they are treated as common stock repurchases in our financial statements as
they reduce the number of shares that would have been issued upon vesting.

Stock Performance Graph

This performance graph shall not be deemed “filed” for purposes of section 18 of the Exchange Act, or
otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into
any filing of Green Dot Corporation under the Securities Act or the Exchange Act, whether made before or after the
date hereof and irrespective of any general incorporation language in any such filing.

The graph and table below compare the cumulative total stockholder return of Green Dot Corporation Class A
common stock, the Russell 2000 Index, the S&P Small Cap 600 Index and the S&P 500 Financials Index for the
period beginning on the close of trading on the NYSE on December 31, 2016 and ending on the close of trading on
the NYSE on December 31, 2021. The graph assumes a $100 investment in our Class A common stock and each of
the indices, and the reinvestment of dividends.

The comparisons in the graph and table below are based on historical data and are not intended to forecast the

possible future performance of our Class A common stock.

Total Return to Shareholders (Includes reinvestment of dividends)

Company/ Index

Green Dot Corporation

Russell 2000

S&P Smallcap 600

S&P Financials

Base Period
12/31/16

2017

2018

2019

2020

2021

100 $

256 $

115 $

113 $

122 $

338 $

102 $

104 $

106 $

99 $

128 $

127 $

140 $

237 $

154 $

142 $

138 $

154

176

180

186

ITEM 6. [Reserved]

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Annual Report on Form 10-K, including this Management’s Discussion and Analysis of Financial Condition
and Results of Operations, contains forward-looking statements regarding future events and our future results that
are subject to the safe harbors created under the Securities Act of 1933, as amended, (the "Securities Act") and the
Securities Exchange Act of 1934, as amended, (the “Exchange Act”). All statements other than statements of
historical facts are statements that could be deemed to be forward-looking statements. These statements are based
on current expectations, estimates, forecasts and projections about the industries in which we operate and the
beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “may” and “assumes,”
variations of such words and similar expressions are intended to identify forward-looking statements. In addition,
any statements that refer to projections of our future financial performance, our anticipated growth and trends in our
businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers
are cautioned that these forward-looking statements are subject to risks, uncertainties, and assumptions that are
difficult to predict, including the continuing impact of the coronavirus (COVID-19) pandemic on our business, results
of operations and financial condition and our and the U.S. government or regulator’s further responses to it, and
those identified above, under “Part I, Item 1A. Risk Factors,” and elsewhere herein. Therefore, actual results may
differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation
to revise or update any forward-looking statements for any reason.

In this Annual Report, unless otherwise specified or the context otherwise requires, “Green Dot,” “we,” “us,” and

“our” refer to Green Dot Corporation and its consolidated subsidiaries.

Overview

Green Dot Corporation is a financial technology and registered bank holding company committed to giving all
people the power to bank seamlessly, affordably, and with confidence. Our technology platform enables us to build
products and features that address the most pressing financial challenges of consumers and businesses,
transforming the way they manage and move money, and making financial empowerment more accessible for all.
Through our bank, we offer a suite of financial products to consumers and businesses including debit, prepaid,
checking, credit and payroll cards, as well as robust money processing services, such as tax refund processing,
cash deposits and disbursements.

Effective beginning with the first quarter of 2021, we have realigned our segment reporting based on how our
current Chief Operating Decision Maker (our “CODM”) manages our businesses, including resource allocation and
performance assessment. Our CODM (who is our Chief Executive Officer) organizes and manages our businesses
primarily on the basis of the channels in which our product and services are offered and uses net revenue and
segment profit to assess profitability. Segment profit reflects each segment's net revenue less direct costs, such as
sales and marketing expenses, processing expenses, third-party call center support and transaction losses. As a
result of this realignment, our operations are now aggregated amongst three reportable segments: 1) Consumer
Services, 2) Business to Business ("B2B") Services, and 3) Money Movement Services. Net interest income earned
by our bank, eliminations of intersegment revenues and expenses, unallocated corporate expenses, and other costs
that are not considered when our CODM evaluates the performance of our three reportable segments are recorded
in Corporate and Other expenses. Prior periods presented have been recast to align with our revised segment
presentation for the year ended December 31, 2021. Refer to "Part 1, Item 1. Business" for more detailed
information regarding the organization of our business.

Consolidated Financial Results and Trends

Our results of operations for the years ended December 31, 2021 and 2020 were as follows:

Total operating revenues

Total operating expenses

Net income

Year Ended December 31,

2021

2020

Change

(In thousands, except percentages)

1,433,197 $

1,253,760 $

1,366,723

47,480

1,223,687

23,131

179,437

143,036

24,349

14.3 %

11.7 %

105.3 %

Refer to "Segment Results" below for a summary of financial results of each of our reportable segments.

Total operating revenues

Our total operating revenues for the year ended December 31, 2021 increased $179.4 million, or 14% over the
prior year comparable period, generating revenue growth across our Consumer Services and B2B Services
segments, partially offset by lower revenues earned from our Money Movement Services.

Our deposit account programs within our Consumer Services and B2B Services segments continue to benefit
from demand for digital payments. We have seen a fundamental shift in consumer behavior towards electronic
payments throughout the COVID-19 pandemic that has created a higher demand and usage of our products and
services. Additionally, these two segments have benefited from economic stimulus funds and incremental
unemployment benefits enacted by the U.S. federal government. In December 2020, an additional $900 billion
economic stimulus package was signed into law, providing for additional direct payments and enhanced
unemployment benefits. In March 2021, another $1.9 trillion economic package was authorized under the American
Rescue Plan Act of 2021, which provided for additional direct payments, enhanced unemployment benefits that
expired in September 2021 and monthly child tax credit payments which expired in December 2021.

As a result of these consumer trends and economic factors, our consolidated gross dollar volume and purchase
volume grew by 22% and 8%, respectively, for the year ended December 31, 2021, despite a year-over-year decline
in total active accounts. This increase was driven by strong organic growth from new and existing partners in our
B2B Services segment. Within our B2B Services segment, gross dollar volume and purchase volume each grew
51%, and 18%, respectively, for the year ended December 31, 2021, and the average number of active accounts in
this segment across the year grew 8%. This growth resulted in an increase in program management service fee
revenues earned from BaaS partners and interchange revenues.

In our Consumer Services segment, gross dollar volume declined 2% for the year ended December 31, 2021.
Gross dollar volume was impacted by the reduction in enhanced federal unemployment benefits, as the weekly
benefit to cardholders was reduced by half in 2021 compared with the prior year period and discontinued in early
September 2021. The average number of active accounts and direct deposit accounts across the year declined by
6% and 3%, respectively, for the year ended December 31, 2021. Active accounts and direct deposit accounts in
this segment declined, principally in the second half of 2021, as a result of the timing of when stimulus funds were
received by cardholders at the end of December 2020, which resulted in a sizable increase in new and existing
customers utilizing our account programs in the prior year. To a lesser extent, these metrics were also impacted by
enhanced fraud monitoring controls we implemented to protect our customers. Despite these year-over-year
declines in our Consumer Services segment, revenue growth in the segment benefited from customer adoption of
new features, such as the introduction of our optional overdraft protection program services made available to
cardholders across our portfolios, including our GO2bank product launched earlier this year, and favorable
decreases in the amount of cash back rewards on our legacy card programs due to changes in consumer
behavioral trends and the estimated redemption amounts.

While many of our cardholders have benefited from federal relief programs, much of the enhanced pandemic
related unemployment benefits provided by the federal government ended in September 2021. The impact of further
governmental actions and whether or not these benefits are reinstituted may also impact our future results. We
expect our key performance indicators will continue to normalize as the effect of governmental actions continues to
lessen.

Total Money Movement Services segment revenues for the year ended December 31, 2021 decreased by 17%
compared with the prior year comparable period. The decrease in our Money Movement Services was primarily
attributable to the number of cash transfers processed, which also decreased by 17% compared with the prior year
comparable period. The decrease in volume of cash transfers was largely due to our decision not to renew a reload
partner agreement in the fourth quarter of 2020. While the non-renewal of this agreement has impacted segment
revenues and the number of cash transfers we process, the effect on segment profit was less impactful due to the
higher than average sales commission rate associated with this agreement. Any year-over-year growth or decline in
cash transfers in 2022 will be dependent on multiple factors, including the level of growth of deposit account
programs in our Consumer Services and B2B Services segments.

Our tax processing revenues have also decreased year-over-year for the year ended December 31, 2021 as a
result of a decrease in the number of tax refunds processed of 3% for the comparable period. The decrease in
number of tax refunds processed for the year ended December 31, 2021 compared to the prior year period was
attributable to lower volumes in both our online consumer and professional tax channels. Tax processing revenues
were also impacted by lower unit economics earned from refund transfers with one of our largest customers due to
the terms that were agreed upon in connection with a new multi-year arrangement.

Total operating expenses

Our total operating expenses for the year ended December 31, 2021 increased $143.0 million, or 12%, over the
prior year comparable period. This increase was the result of several factors, including higher processing expenses
within our B2B Services segment associated with the growth of certain BaaS account programs and an increase in
third-party call center support (a component of compensation and benefits expenses) within Consumer Services
and B2B Services, to meet the increased demand in our customer service center as a result of our efforts to
improve our customers' overall experience. In addition, both of these segments experienced year-over-year growth
in transaction losses, a component within other general and administrative expenses, from increases in gross dollar
volume and purchase volume in our B2B Services segment and the introduction of our overdraft protection services
in our Consumer Services segment. The increase in total operating expenses for the year ended December 31,
2021 was partially offset by a decrease in sales and marketing expenses due to a decrease in sales commissions
from lower revenues within our Money Movement Services segment, as well as impairment charges we recorded
during the fourth quarter 2020 that did not recur in 2021. As a result of our shift to a remote workforce strategy in
2020, we recorded impairment charges in 2020 to our operating lease right-of-use assets and related property and
equipment located at our office facilities, as well as certain internal-use software that were replaced by newer
technology platforms.

We intend to continue to make growth-oriented investments and incur other expenditures that will benefit our
financial results in 2022 and beyond. Our growth-oriented investments are focused on marketing efforts for our
GO2bank product and building a modern and scalable core banking and card management platform that reduces
our reliance on third-party processors and increases our ability to innovate and preserve margins. To support our
efforts in building a modern banking platform, we expect our software license and hosting costs, a component of
other general and administrative expenses, and salary and wage expenses, a component of compensation and
benefits expenses to increase year-over-year.

Income taxes

Our income tax expense for the year ended December 31, 2021 increased $11.3 million, or 227% over the prior
year comparable period. The increase in our income tax expense was due primarily to a 127% increase in income
before taxes and an increase in our effective tax rate. Our effective tax rate for the years ended December 31, 2021
and 2020 was 25.5% and 17.7%, respectively. The increase in our effective tax rate was primarily attributable to
lower tax benefits from general business credits, stock-based compensation and higher expenses related to state
taxes, net of federal benefits.

COVID-19 Update

The health and safety of our employees remains a top priority for our business and most of our U.S. personnel
continue to operate remotely. In response to our remote workforce strategy, we have closed most of our U.S. leased
office locations. However, we will be required to continue making our contractual payments until our operating
leases are formally terminated or expire.

In response to the economic impact caused by COVID-19, the Federal Reserve announced reductions in short-
term interest rates in March 2020, which has impacted the yields on our cash and investment balances. We have
continued to experience a reduction in the amount of interest income we earn compared to recent periods prior to
COVID-19. While it is expected that the Federal Reserve will increase interest rates in 2022 to slow the effects of
economic inflation tied to the COVID-19 pandemic, it is uncertain when or how many times interest rates will be
increased. The Federal Reserve's decision-making policies for short-term interest rates will continue to impact the
amount of net interest income we earn in the future.

The duration and magnitude of the continuing effects of COVID-19 remain uncertain and dependent on various
factors, including the continued severity and transmission rate of the virus, new variants of the virus, the nature of
and duration for which preventative measures remain in place, the extent and effectiveness of containment and
mitigation efforts, including vaccination programs and mandates, and the type of stimulus measures and other
policy responses that the U.S. government may further adopt, if any.

See Part II, Item 1A, Risk Factors, for an additional discussion of risk related to the COVID-19 pandemic.

Consolidated Key Metrics

We review a number of metrics to help us monitor the performance of, and identify trends affecting, our

business. We believe the following measures are the primary indicators of our revenues:

Year Ended December 31,

2021

2020

Change

2020

2019

Change

(In millions, except percentages)

Gross Dollar Volume

70,822 $

58,203 $ 12,619

21.7 % $

58,203 $

43,459 $ 14,744

33.9 %

Number of Active Accounts*

5.07

5.45

(0.38)

(7.0) %

5.45

5.04

0.41

8.1 %

Purchase Volume

Cash Transfers

Tax Refunds Processed

33,736 $

31,220 $ 2,516

8.1 % $

31,220 $

27,004 $ 4,216

15.6 %

40.51

12.14

48.71

12.46

(8.2)

(16.8) %

(0.32)

(2.6) %

48.71

12.46

46.04

12.09

2.67

0.37

5.8 %

3.1 %

* Represents number of active accounts as of December 31, 2021, 2020, and 2019 respectively.

See “Segment Results” for additional information and discussion regarding key metrics performance by

segment. The definitions of our key metrics are as follows:

Gross Dollar Volume — Represents the total dollar volume of funds loaded to our account products from direct
deposit and non-direct deposit sources. A substantial portion of our gross dollar volume is generated from direct
deposit sources. We use this metric to analyze the total amount of money moving onto our account programs, and
to determine the overall engagement and usage patterns of our account holder base. This metric also serves as a
leading indicator of revenue generated through our Consumer Services and B2B Services segments, inclusive of
fees charged to account holders and interchange revenues generated through the spending of account balances.

Number of Active Accounts — Represents any bank account within our Consumer Services and B2B
Services segments that is subject to the USA PATRIOT Act of 2001 compliance and, therefore, requires customer
identity verification prior to use and is intended to accept ongoing customer cash or ACH deposits. This metric
includes checking accounts, general purpose reloadable prepaid card accounts, and secured credit card accounts
in our portfolio that had at least one purchase, deposit or ATM withdrawal transaction during the applicable quarter.
We use this metric to analyze the overall size of our active customer base and to analyze multiple metrics
expressed as an average across this active account base.

Beginning with the first quarter of 2021, we have provided certain key metrics at the realigned segment level
and have revised our direct deposit active account metric. Following these changes, the direct deposit active
accounts metric only consists of accounts in our Consumer Services segment and no longer include direct deposit
active accounts in our B2B Services segment. Based on the economic structure of our partnerships within our B2B
services segment, we believe that total active accounts is the most relevant key metric for the B2B Services
segment. We also narrowed the definition of "direct deposit active account" to include only active accounts that have
received one or more payroll or government benefit transaction during the period. Prior period metrics have been
restated to conform to our current definition. Our direct deposit active accounts within our Consumer Services
segment, on average, have the longest tenure and generate the majority of our gross dollar volume in any period
and thus, generate more revenue over their lifetime than other active accounts. Refer to sub-section entitled
Consumer Services under “Segment Results” below for key metric results for direct deposit active accounts.

Purchase Volume — Represents the total dollar volume of purchase transactions made by our account
holders. This metric excludes the dollar volume of ATM withdrawals and volume generated by certain BaaS
programs where the BaaS partner receives interchange and we earn a platform fee. We use this metric to analyze
interchange revenue, which is a key component of our financial performance.

Number of Cash Transfers — Represents the total number of cash transfer transactions conducted by
consumers, such as a point-of-sale swipe reload transaction, the purchase of a MoneyPak or an e-cash mobile
remittance transaction marketed under various brand names, that we conducted through our retail distributors in a
specified period. This metric excludes disbursements made through our Simply Paid wage disbursement platform.
We review this metric as a measure of the size and scale of our retail cash processing network, as an indicator of
customer engagement and usage of our products and services, and to analyze cash transfer revenue, which is a
key component of our financial performance.

Number of Tax Refunds Processed — Represents the total number of tax refunds processed in a specified
period. The number of tax refunds processed is most concentrated during the first half of each year and is minimal
during the second half of each year. We review this metric as a measure of the size and scale of our tax refund
processing platform and as an indicator of customer engagement and usage of its products and services.

Key components of our results of operations

Operating Revenues

We classify our operating revenues into the following four categories:

Card Revenues and Other Fees — Card revenues consist of monthly maintenance fees, ATM fees, new card
fees and other revenues. We charge maintenance fees on prepaid cards, checking accounts and certain cash
transfer products, such as MoneyPak, pursuant to the terms and conditions in our customer agreements. We
charge ATM fees to cardholders when they withdraw money at certain ATMs in accordance with the terms and
conditions in our cardholder agreements. We charge new card fees, if applicable, when a consumer purchases a
prepaid card, gift card, or a checking account product through our Retail channel. Other revenues consist primarily
of revenue associated with our gift card program, annual fees associated with our secured credit card portfolio,
transaction-based fees, fees associated with optional products or services, such as our overdraft protection
program, and cash-back rewards we offer to cardholders. Our cash-back rewards are recorded as a reduction to
card revenues and other fees. Also included in card revenues and other fees are program management fees earned
from our BaaS partners for programs we manage on their behalf.

Our aggregate monthly maintenance fee revenues vary primarily based upon the number of active accounts in
our portfolio and the average fee assessed per account. Our average monthly maintenance fee per active account
depends upon the mix of products in our portfolio at any given point in time and upon the extent to which fees are
waived based on various incentives provided to customers in an effort to encourage higher usage and retention.
Our aggregate ATM fee revenues vary based upon the number of cardholder ATM transactions and the average fee
per ATM transaction. The average fee per ATM transaction depends upon the mix of products in our portfolio at any
given point in time and the extent to which cardholders use ATMs within our free network that carry no fee for cash
withdrawal transactions. Our aggregate new card fee revenues vary based upon the number of prepaid cards and
checking accounts activated and the average new card fee. The average new card fee depends primarily upon the
mix of products that we sell since there are variations in new account fees based on the product and/or the location
or source where our products are purchased. The revenue we earn from each of these fees may also vary
depending upon the channel in which the active accounts were acquired. For example, certain BaaS programs may
not assess monthly maintenance fees and as a result, these accounts may generate lower fee revenue than other
active accounts. Our aggregate other fees vary primarily based upon account sales of all types, gift card sales,
purchase transactions and the number of active accounts in our portfolio.

Cash Processing Revenues — Cash processing revenues (which we have previously referred to as processing
and settlement services revenues) consist of cash transfer revenues, tax refund processing service revenues,
Simply Paid disbursement revenues and other tax processing service revenues. We earn cash transfer revenues
when consumers fund their cards through a reload transaction at a Green Dot Network retail location. Our
aggregate cash transfer revenues vary based upon the mix of locations where reload transactions occur, since
reload fees vary by location. We earn tax refund processing service revenues at the point in time when a customer
of a third-party tax preparation company chooses to pay his or her tax preparation fee through the use of our tax
refund processing services. We earn Simply Paid disbursement fees from our business partners at the point in time
payment disbursements are made.

Interchange Revenues — We earn interchange revenues from fees remitted by the merchant’s bank, which are
based on rates established by the payment networks, at the point in time when customers make purchase
transactions using our products. Our aggregate interchange revenues vary based primarily on the number of active
accounts in our portfolio, the average transactional volume of the active accounts in our portfolio and on the mix of
cardholder purchases between those using signature identification technologies and those using personal
identification numbers and the corresponding rates.

Interest Income, net — Net interest income represents the difference between the interest income earned on
our interest-earning assets and the interest expense on our interest-bearing liabilities held at Green Dot Bank.
Interest-earning assets include cash from customer deposits, loans, and investment securities. Our interest-bearing
liabilities held at Green Dot Bank include interest-bearing deposits. Our net interest income and our net interest
margin fluctuate based on changes in the federal funds interest rates and changes in the amount and composition
of our interest-bearing assets and liabilities.

Operating Expenses

We classify our operating expenses into the following four categories:

Sales and Marketing Expenses — Sales and marketing expenses consist primarily of the commissions we pay
to our retail distributors, brokers and partners, advertising and marketing expenses, and the costs of manufacturing
and distributing card packages, placards and promotional materials to our retail distributors and personalized debit
cards to consumers who have activated their cards. We generally establish commission percentages in long-term
distribution agreements with our retail distributors and partners. Aggregate commissions with our retail distributors
are determined by the number of account products and cash transfers sold at their respective retail stores.
Commissions with our partners and, in certain cases, our retail distributors are determined by the revenue
generated from the ongoing use of the associated card programs. We incur advertising and marketing expenses for
television, sponsorships, online and in-store promotions. Advertising and marketing expenses are recognized as
incurred and typically deliver a benefit over an extended period of time. For this reason, these expenses do not
always track changes in our operating revenues. Our manufacturing and distribution costs vary primarily based on
the number of accounts activated by consumers.

Compensation and Benefits Expenses — Compensation and benefits expenses represent the compensation
and benefits that we provide to our employees and the payments we make to third-party contractors. While we have
an in-house customer service function, we employ third-party contractors to conduct call center operations, handle
routine customer service inquiries and provide consulting support in the area of IT operations and elsewhere.
Compensation and benefits expenses associated with our customer service and loss management functions
generally vary in line with the size of our active account portfolio, while the expenses associated with other functions
do not.

Processing Expenses — Processing expenses consist primarily of the fees charged to us by the payment
networks, which process transactions for us, the third-party card processors that maintain the records of our
customers' accounts and process transaction authorizations and postings for us and the third-party banks that issue
our accounts. These costs generally vary based on the total number of active accounts in our portfolio and gross
dollar volume transacted by those accounts. Also included in processing expenses are bank fees associated with
our tax refund processing services and gateway and network fees associated with our Simply Paid disbursement
services. Bank fees generally vary based on the total number of tax refund transfers processed and gateway and
network fees vary based on the numbers of disbursements made.

Other General and Administrative Expenses — Other general and administrative expenses consist primarily of
professional service fees, telephone and communication costs, depreciation and amortization of our property and
equipment, amortization of our intangible assets, impairment charges of long-lived assets, transaction losses
(losses from customer disputed transactions, unrecovered customer purchase transaction overdrafts and fraud),
rent and utilities, and insurance. We incur telephone and communication costs primarily from customers contacting
us through our toll-free telephone numbers. These costs vary with the total number of active accounts in our
portfolio, as do losses from customer disputed transactions, unrecovered customer purchase transaction overdrafts
and fraud. Costs associated with professional services, depreciation and amortization of our property and
equipment, amortization of our acquired intangible assets, impairment charges of long-lived assets, rent and utilities
vary based upon our investment in infrastructure, business development, risk management and internal controls
and are generally not correlated with our operating revenues or other transaction metrics.

Income Tax Expense

Our income tax expense consists of the federal and state corporate income taxes accrued on income resulting

from the sale of our products and services.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP. The preparation of our
consolidated financial statements requires our management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our
estimates on historical experience, current circumstances and various other assumptions that our management
believes to be reasonable under the circumstances. In many instances, we could reasonably use different
accounting estimates, and in some instances changes in the accounting estimates are reasonably likely to occur
from period to period. Accordingly, actual results could differ significantly from the estimates made by our
management. To the extent that there are differences between our estimates and actual results, our future financial
statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the

accounting policies discussed below are critical to understanding our historical and future performance, as these
policies relate to the more significant areas involving management’s judgments and estimates.

Revenue Recognition

As prescribed under Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers,
we recognize revenues when control of the promised goods or services is transferred to our customers in an
amount that reflects the consideration we expect to be entitled to in exchange for those goods or services, as
determined under a five-step process.

We charge new card fees, if applicable, when a consumer purchases a prepaid card, gift card, or a checking
account product through our Retail channel. Our new card fee provides our cardholders a material right and
accordingly we defer and recognize new card fee revenues on a straight-line basis over the period commensurate
with our performance obligation to our customers. We consider the performance obligation period to be the average
card lifetime, which is currently less than one year for our deposit account programs acquired through our Retail
channel. The average card lifetime is determined based on recent historical data using the period from sale (or
activation) of the card through the date of last positive balance. We reassess average card lifetime quarterly for
prepaid cards and checking accounts and annually for gift cards. Average card lifetimes may vary in the future as
cardholder behavior changes relative to historical experience because customers are influenced by changes in the
pricing of our services, the availability of substitute products, and other factors.

We also defer commissions paid to retail distributors related to new card sales as costs to obtain contracts and
expense ratably over the average card lifetime commensurate with our deposit account programs acquired through
our Retail channel.

Transaction prices related to our account services are based on stand-alone fees stated within the terms and
conditions and may also include certain elements of variable consideration depending upon the product’s features,
such as cash-back rewards and fee assessments that may overdraw an account. We estimate such amounts using
historical data and customer behavior patterns to determine these estimates which are recorded as a reduction to
the corresponding fee revenue. Additionally, while the number of transactions that a cardholder may perform is
unknown, any uncertainty is resolved at the end of each daily service contract.

The amount of cash-back rewards on our programs varies based on multiple factors, including the terms and
conditions for cardholder eligibility, the redemption amount based on cardholder activity, and the cardholder
redemption rates. Our estimated cash-back rewards are recorded as a reduction to card revenues and other fees on
our consolidated statements of operations and as a component of other accrued liabilities on our consolidated
balance sheets. Cash rewards have decreased by approximately 51% for the year ended December 31, 2021
compared to the prior year period, as our cash-back programs have declined, principally from our decision to shift
from our Green Dot Unlimited product to our recently launched GO2bank product which does not have a cash
rewards feature. Increases or decreases in our estimate of cash-back rewards is dependent upon cardholder
behavioral changes and we periodically evaluate our estimation process and assumptions based on developments
in redemption patterns, dollars redeemed and other cardholder behavioral trends. A relatively small change in any of
our assumptions could result in a sizable increase or decrease in the amount of cash-back rewards we accrue. For
example, on our Green Dot Unlimited product, a combination of a 1% increase in cardholder eligibility and a $1
increase in the average redemption amount would translate to additional cash rewards of approximately $0.7
million. Differences between actual results and our estimates are adjusted in the period that each cardholder's
annual rewards cycle is completed.

Reserve for Uncollectible Overdrawn Accounts

For cardholders who are not enrolled or do not meet the eligibility requirements of our overdraft protection
program, we generally decline authorization attempts for amounts that exceed the available balance in a
cardholder’s account, however, the application of card association rules, the timing of the settlement of transactions
and the assessment of the card’s monthly maintenance fee, among other things, can still result in overdrawn
accounts. These overdrawn account balances are deemed to be receivables due from cardholders, and are
included as a component of accounts receivable, net, on our consolidated balance sheets.

We generally recover overdrawn account balances from those cardholders that perform a reload transaction
and in some cases, through enforcement of payment network rules, which allow us to recover the amounts from the
merchant where the purchase transaction was conducted. However, we are exposed to losses from any
unrecovered overdrawn account balances. The probability of recovering these amounts is primarily related to the
number of days that have elapsed since an account had transaction activity, such as a purchase, ATM transaction or
fee assessment. We generally recover approximately 50-60% of overdrawn account balances in accounts that have

had transaction activity in the last 30 days and less than 10% when more than 30 days have elapsed. As such, we
establish a reserve for uncollectible overdrawn accounts.

We classify overdrawn accounts by transaction type and age groups based on the number of days since the
account last had activity. We then calculate a reserve factor for each transaction type and age group based on the
average recovery rate for the most recent six months discussed above. These factors are applied to these groups to
estimate our overall reserve. We rely on these historical rates because they have remained relatively consistent
over time. Generally, when more than 60 days have passed without any activity in an account, we consider recovery
to be remote and charge off the full amount of the overdrawn account balance against the reserve for uncollectible
overdrawn accounts. Our actual recovery rates and related estimates thereof may change in the future in response
to factors such as customer behavior, product pricing and features that impact the frequency and velocity of reloads
and other deposits to such accounts. We include our provision for uncollectible overdrawn accounts related to
purchase transactions in other general and administrative expenses in our consolidated statements of operations.

Allowance for Credit Losses

We establish an allowance for estimated credit losses inherent in our loan portfolio over the life of the loans,
including our secured credit cards and overdrawn balances associated with our overdraft protection program. For
each portfolio of loans, we analyze historical loss rates and other factors to determine a loss rate, and consider if
adjustments are needed for current conditions, and other reasonable and supportable forecasts beyond our balance
sheet date that may differ from historical results. We also consider adjustments based on qualitative factors which in
our judgment may affect the expected credit losses including, but not limited to, changes in prevailing economic or
market conditions and the estimated value of the underlying collateral for collateral dependent loans. We separately
establish specific allowances for impaired loans based on the present value of changes in cash flows expected to
be collected, or for impaired loans that are considered collateral dependent, the estimated fair value of the collateral
less estimated costs to sell, if any.

Goodwill and Intangible Assets

We review the recoverability of goodwill at least annually or whenever significant events or changes occur,
which might impair the recovery of recorded costs. Factors that may be considered a change in circumstances
indicating that the carrying value of our goodwill may not be recoverable include a decline in our stock price and
market capitalization, declines in the market conditions of our products, reductions in our future cash flow estimates,
and significant adverse industry or economic market trends. We test for impairment of goodwill by first assessing
various qualitative factors with respect to developments in our business and the overall economy to determine if it is
more likely than not our goodwill is impaired. In the event it is more likely than not the carrying value of our reporting
units is greater than its fair value, we calculate the estimated fair value of the reporting unit and record an
impairment charge for the difference between the carrying value of the reporting unit and its fair value, not to exceed
the carrying amount of goodwill. The estimate of fair value requires management to make a number of assumptions
and projections, which could include, but would not be limited to, future revenues, earnings and the probability of
certain outcomes. We completed our annual goodwill impairment test as of September 30, 2021 and concluded
there was no impairment in any of our reporting units.

Intangible assets subject to amortization are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. Certain factors which may occur and
indicate that an impairment exists include, but are not limited to, the following: significant underperformance relative
to expected historical or projected future operating results; significant changes in the manner of use of the
underlying assets; and significant adverse industry or market economic trends. In reviewing for impairment, we
compare the carrying value of such assets to the estimated undiscounted future net cash flows expected from the
use of the assets and their eventual disposition. In the event that the carrying value of assets is determined to be
unrecoverable, we would estimate the fair value of the assets and record an impairment charge for the excess of
the carrying value over the fair value. The estimate of fair value requires management to make a number of
assumptions and projections, which could include, but would not be limited to, future revenues, earnings and the
probability of certain outcomes. No impairment charges were recognized related to our intangible assets for the
years ended December 31, 2021 and 2020.

Results of Operations

Pursuant to instruction 1 of the instructions to paragraph 303(a) of Regulation S-K, discussion of the results of
operations for the fiscal year ended December 31, 2020 to fiscal year ended December 31, 2019 has been omitted.
Such omitted discussion can be found under Item 7 “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed
with the SEC on February 26, 2021.

Comparison of Consolidated Results for the Years Ended December 31, 2021 and 2020

Operating Revenues

The following table presents a breakdown of our operating revenues among card revenues and other fees, cash

processing revenues, interchange revenues and net interest income:

Year Ended December 31,

2021

2020

Amount

% of Total
Operating Revenues

Amount

% of Total
Operating Revenues

(In thousands, except percentages)

Operating revenues:

Card revenues and other fees

Cash processing revenues

Interchange revenues

Interest income, net

Total operating revenues

788,834

245,539

380,037

18,787

55.0 % $

17.1

26.6

1.3

593,915

293,216

351,843

14,786

1,433,197

100.0 % $

1,253,760

47.4 %

23.4

28.0

1.2

100.0 %

Card Revenues and Other Fees — Card revenues and other fees totaled $788.8 million for the year ended
December 31, 2021, an increase of $194.9 million, or 33%, from the comparable prior year period. Our card
revenues and other fees increased in part as a result of an increase in total gross dollar volume of 22%. The
increase in total gross dollar volume resulted in an increase in program management service fee revenues earned
from BaaS partners. Card revenues and other fees also increased as a result of optional features recently launched
on our card programs, such as our overdraft protection program, as well as a favorable decrease in the estimated
accrual of cash back rewards, which we record as a reduction to revenue. Our estimate of cash rewards varies
based on multiple factors including the terms and conditions of the cash back program currently in effect, customer
activity and customer redemption rates.

Cash Processing Revenues — Cash processing revenues totaled $245.5 million for the year ended December
31, 2021, a decrease of $47.7 million, or 16%, from the comparable prior year period. The decrease is primarily due
to a decline in the number of cash transfers processed year-over-year, largely due to our decision not to renew a
reload network agreement with a partner in the fourth quarter of 2020. Additionally, we experienced a lower number
of tax refunds processed between the comparable periods and lower unit economics earned from refund transfers
with one of our largest customers due to the terms that were agreed upon in connection with a new multi-year
arrangement.

Interchange Revenues — Interchange revenues totaled $380.0 million for the year ended December 31, 2021,
an increase of $28.2 million, or 8%, from the comparable prior year period. The increase was primarily due to an
increase in purchase volume during the year ended December 31, 2021.

Interest Income, net — Net interest income totaled $18.8 million for the year ended December 31, 2021, an
increase of $4.0 million, or 27%, from the comparable prior year period. The increase in net interest income earned
was the result of an increase in the size of our investment securities portfolio, funded primarily from increases in
deposit accounts attributed to economic stimulus funds and other government benefit programs, as well as organic
growth in certain deposit account programs.

Operating Expenses

The following table presents a breakdown of our operating expenses among sales and marketing,

compensation and benefits, processing, and other general and administrative expenses:

Year Ended December 31,

2021

2020

Amount

% of Total
Operating Revenues

Amount

% of Total
Operating Revenues

(In thousands, except percentages)

Operating expenses:

Sales and marketing expenses

Compensation and benefits expenses

Processing expenses

Other general and administrative expenses

382,163

264,686

389,284

330,590

26.7 % $

18.5

27.2

23.1

415,111

233,155

293,711

281,710

Total operating expenses

1,366,723

95.5 % $

1,223,687

33.1 %

18.6

23.4

22.5

97.6 %

Sales and Marketing Expenses — Sales and marketing expenses totaled $382.2 million for the year ended
December 31, 2021, a decrease of $32.9 million, or 8% compared to the year ended December 31, 2020. This
decrease was primarily driven by a decrease in sales commissions due to lower revenues within our Money
Movement Services segment, partially offset by higher advertising and supply chain expenses in connection with
the continued roll-out of GO2bank, which we launched in the first quarter of 2021.

Compensation and Benefits Expenses — Compensation and benefits expenses totaled $264.7 million for the
year ended December 31, 2021, an increase of $31.5 million, or 14%, compared to the year ended December 31,
2020. The increase was primarily due to higher third-party call center support costs to meet increased demand in
our customer service center from the volume of federal relief funds deposited into our account programs and our
effort to improve our customer's overall experience, partially offset by lower employee stock-based compensation
due to the acceleration of awards in the prior year period associated with certain former executive employees.

Processing Expenses — Processing expenses totaled $389.3 million for the year ended December 31, 2021, an
increase of $95.6 million, or 33%, compared to the year ended December 31, 2020. This increase was principally
due to growth in BaaS account programs within our B2B Services segment and overall volume of transactions
processed through our consolidated platform.

Other General and Administrative Expenses — Other general and administrative expenses totaled $330.6
million for the year ended December 31, 2021, an increase of $48.9 million, or 17%, from the comparable prior year
period. This increase was primarily due to a year-over-year growth in transaction losses as a result of increases in
gross dollar volume and purchase volume in our B2B Services segment and the introduction of our overdraft
protection services in our Consumer Services segment, as well as higher professional fees and software license
expenses for the reasons discussed above. These increases were partially offset by lower rent expenses as a result
of our office closures in the U.S and related impairment charges of long-lived assets recorded during the year ended
December 31, 2020.

Income Tax Expense

The following table presents a breakdown of our effective tax rate among federal, state and other:

U.S. federal statutory tax rate

State income taxes, net of federal tax benefit

General business credits

Employee stock-based compensation

IRC 162(m) limitation

Non-deductible penalties

Capital loss valuation allowance release

Other

Effective tax rate

Year Ended December 31,

2021

2020

21.0 %

1.2

(2.2)

(2.6)

8.0

—

0.1

(2.0)

(10.9)

(7.7)

17.2

1.1

(1.1)

0.1

25.5 %

17.7 %

Our income tax expense totaled $16.2 million for the year ended December 31, 2021, representing an increase
of $11.3 million from the comparable prior year period. The increase in income tax expense was primarily driven by
the increase in our operating income.

Our effective tax rate for the year ended December 31, 2021 is higher than our statutory federal income tax rate
primarily due to higher taxes from non-deductible executive compensation and expenses related to state taxes, net
of federal benefits. Our effective tax rate for the year ended December 31, 2020 was lower than our statutory
federal income tax rate primarily due to tax benefits from general business credits and stock-based compensation,
offset by higher taxes from non-deductible executive compensation.

The "Other" category in our effective tax rate consists of a variety of permanent differences, none of which were

individually significant.

Segment Results

Supplemental financial results and key metric data under our revised reportable segments structure for the
fiscal year ended December 31, 2019 may be referenced on Form 8-K filed with the SEC on May 3, 2021. These
changes had no impact on our previously reported consolidated financial results for the year ended December 31,
2019.

Consumer Services

Financial Results

Segment revenues

Segment expenses

Segment profit

Key Metrics

Gross Dollar Volume

Active Accounts*

Direct Deposit Active Accounts*

Purchase Volume

Year Ended December 31,

2021

2020

Change

(In thousands, except percentages)

694,725 $

620,414 $

471,121

408,244

223,604 $

212,170 $

74,311

62,877

11,434

(In millions, except percentages)

31,455 $

32,139 $

3.10

0.76

3.73

0.88

23,640 $

22,694 $

(684)

(0.63)

(0.12)

946

12.0 %

15.4 %

5.4 %

(2.1) %

(16.9) %

(13.6) %

4.2 %

* Represents number of active and direct deposit active accounts as of December 31, 2021 and 2020, respectively.

As additional supplemental information, our key metrics within our Consumer Services segment is presented on

a quarterly basis as follows:

Key Metrics

Gross dollar volume

Number of active accounts

Direct deposit active accounts

2021

2020

(In millions)

$ 6,300 $ 6,811 $ 8,188 $ 10,156 $ 7,562 $ 8,333 $ 8,683 $ 7,561

3.10

0.76

3.38

0.83

3.97

0.92

4.07

0.97

3.73

0.88

3.98

0.91

4.10

0.90

3.70

0.89

Purchase volume

$ 4,881 $ 5,166 $ 6,455 $ 7,138 $ 5,176 $ 5,840 $ 6,123 $ 5,555

Segment revenues within Consumer Services for the year ended December 31, 2021 increased $74.3 million,
or 12%, compared to the prior year comparable period, while our segment expenses for the year ended December
31, 2021 increased $62.9 million, or 15%.

Our gross dollar volume and the average number of active accounts and direct deposit active accounts across
the year decreased by 2%, 6% and 3%, respectively, during the year ended December 31, 2021 from the
comparable prior year period, due to varying factors, including decreases in enhanced federal unemployment
benefits in 2021, the timing of economic stimulus received by cardholders at the end of December 2020, and to a
lesser extent, enhanced fraud monitoring controls implemented in the current year, as described above under
"Overview." Purchase volume increased by 4% during the year ended December 31, 2021 from the comparable
prior year period.

Despite these decreases in some of our key metrics, we generated total revenue growth within this segment for
the year ended December 31, 2021 from higher interchange revenue associated with the increase in purchase
volume, customer adoption of new features, such as the introduction of our recent overdraft protection program,
which is an optional service offered to our cardholders, and a favorable decrease in the estimated accrual of cash
back rewards. Our cash back rewards are recorded as a reduction to revenue and is attributable to changes in
consumer behavioral trends and estimated redemption amounts. These increases were partially offset by decreases
in the amount of monthly maintenance fees and ATM revenue as a result of the decreases in our gross dollar
volume stated above.

Consumer Services expenses increased for the year ended December 31, 2021 from the comparable prior year
period, principally due to increased staffing of third-party call center support to meet the increased demand in our
customer service center as a result of our effort to improve our customer's overall experience and growth in
transaction losses, in part due to the introduction of our overdraft protection services. Expenses in our Consumer
Services segment also increased due to higher advertising and supply chain expenses in connection with the
continued roll-out of GO2bank.

B2B Services

Financial Results

Segment revenues

Segment expenses

Segment profit

Key Metrics

Gross Dollar Volume

Active Accounts*

Purchase Volume

Year Ended December 31,

2021

2020

Change

(In thousands, except percentages)

458,584 $

304,651 $

385,428

238,759

73,156 $

65,892 $

153,933

146,669

7,264

(In millions, except percentages)

39,367 $

1.97

10,096 $

26,064 $

1.72 $

8,526 $

13,303

0.25

1,570

50.5 %

61.4 %

11.0 %

51.0 %

14.5 %

18.4 %

* Represents number of active accounts as of December 31, 2021 and 2020, respectively.

As additional supplemental information, our key metrics within our B2B Services segment is presented on a

quarterly basis as follows:

Key Metrics

Gross dollar volume

Number of active accounts

Purchase volume

2021

2020

(In millions)

$ 10,053 $ 9,593 $ 9,211 $ 10,510 $ 6,787 $ 6,120 $ 6,424 $ 6,733

1.97

1.99

2.06

2.28

1.72

1.74

2.15

2.04

$ 2,184 $ 2,190 $ 2,415 $ 3,307 $ 1,685 $ 1,760 $ 2,354 $ 2,727

Segment revenues within our B2B Services for the year ended December 31, 2021 increased $153.9 million, or
51%, compared to the prior year period, while our segment expenses for the year ended December 31, 2021
increased $146.7 million, or 61%.

Our total gross dollar volume increased 51% during the year ended December 31, 2021 from the comparable
prior year period, and the average number of active accounts within our B2B Services segment across the year
increased by 8% year-over-year as of December 31, 2021 as we continued to experience organic growth from both
new and existing users in certain BaaS programs as the demand for digital payments continues, as well as
economic stimulus received by our partner programs. Purchase volume also increased approximately 18% for the
year ended December 31, 2021 from the comparable prior year periods, as result of this increased gross dollar
volume. The increase in gross dollar volume and purchase volume drove an increase in our program management
service fee revenues earned from our BaaS partners and an increase in the amount of interchange revenue earned.

Despite year-over-year revenue growth for the year ended December 31, 2021, our segment profit has been
impacted by the increased staffing of third-party call center support to meet the increased demand in our customer
service center and growth in transaction losses as a result of the year-over-year increases in gross dollar volume
and purchase volume. This segment also experienced margin compression because certain BaaS partnerships
were structured based on a fixed profit and therefore, our segment profit for certain arrangements will not scale with

revenue growth. BaaS is our newest channel of business and we remain focused on investing in it and exploring
new partnership agreements moving forward.

Money Movement Services

Financial Results

Segment revenues

Segment expenses

Segment profit

Key Metrics

Cash Transfers

Tax Refunds Processed

Year Ended December 31,

2021

2020

Change

(In thousands, except percentages)

239,735 $

288,009 $

123,770

164,128

115,965 $

123,881 $

(48,274)

(40,358)

(7,916)

(In millions, except percentages)

40.51

12.14

48.71

12.46

(8.2)

(0.32)

(16.8) %

(24.6) %

(6.4) %

(16.8) %

(2.6) %

As additional supplemental information, our key metrics within our Money Movement Services segment is

presented on a quarterly basis as follows:

2021

2020

(In millions)

Key Metrics

Number of cash transfers

9.95

10.05

10.19

10.32

11.29

12.81

12.48

12.13

Number of tax refunds processed

0.12

0.43

4.15

7.44

0.11

0.75

1.90

9.70

Segment revenues within our Money Movement services for the year ended December 31, 2021 decreased
$48.3 million, or 17%, from the comparable prior year period, and segment expenses for the year ended December
31, 2021 decreased $40.4 million, or 25%.

The number of cash transfers processed decreased for the year ended December 31, 2021, was largely due to
our decision not to renew a reload partner agreement in the fourth quarter of 2020. While the non-renewal of this
agreement has impacted segment revenues and the number of cash transfers we process, the effect on segment
profitability was less impactful due to the higher than average sales commission rate associated with this
agreement. Any year-over-year growth or decline in cash transfers in 2022 will be dependent on multiple factors,
including the level of growth of deposit account programs in our Consumer Services and B2B Services segments. In
addition, our tax processing revenues decreased for the year ended December 31, 2021 primarily due to a lower
number of tax refunds processed and lower unit economics earned from refund transfers with one of our largest
customers due to the terms that were agreed upon in connection with a new multi-year arrangement.

Corporate and Other

Year Ended December 31,

2021

2020

Change

(In thousands, except percentages)

Financial Results

Unallocated revenue and inter-segment
eliminations

Unallocated corporate expenses and inter-
segment eliminations

(5,169) $

(12,554) $

190,592

183,577

(195,761) $

(196,131) $

7,385

7,015

370

(58.8) %

3.8 %

(0.2) %

Revenues within Corporate and Other are comprised of net interest income earned by our bank and inter-
segment eliminations. Unallocated corporate expenses include our fixed expenses such as salaries, wages and
related benefits for our employees, professional service fees, software licenses, telephone and communication
costs, rent and utilities, insurance and inter-segment eliminations. These costs are not considered when our CODM
evaluates the performance of our three reportable segments since they are not directly attributable to any reporting
segment. Non-cash expenses such as stock-based compensation, depreciation and amortization of long-lived
assets, impairment charges and other non-recurring expenses that are not considered by our CODM when

evaluating our overall consolidated financial results are excluded from our unallocated corporate expenses above.
Refer to Note 24— Segment Information to the Consolidated Financial Statements included herein for a summary
reconciliation.

Net interest income increased year-over-year for the year ended December 31, 2021 as a result of an increase

in the size of our investment securities portfolio.

Unallocated corporate expenses for the year ended December 31, 2021 increased year-over-year by
approximately 4%, as a result of higher professional services expenses, software licenses and telecommunication
expenses, partially offset by lower corporate reserves and rent expenses.

Capital Requirements for Bank Holding Companies

Our subsidiary bank, Green Dot Bank, is a member bank of the Federal Reserve System and our primary
regulators are the Federal Reserve Board and the Utah Department of Financial Institutions. We and Green Dot
Bank are subject to various regulatory capital requirements administered by the banking agencies. Failure to meet
minimum capital requirements can initiate certain mandatory actions by regulators that, if undertaken, could have a
direct material effect on our financial statements. Under capital adequacy guidelines, we and Green Dot Bank must
meet specific capital guidelines that involve quantitative measures of the assets, liabilities and certain off-balance
sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also
subject to qualitative judgments by the regulators about components, risk weightings and other factors.

The Basel III rules, which were promulgated by the Federal Reserve and other U.S. banking regulators, provide
for risk-based capital, leverage and liquidity standards. Under the Basel III rules, we must maintain a ratio of
common equity Tier 1 capital to risk-weighted assets of at least 4.5%, a ratio of Tier 1 capital to risk-weighted assets
of at least 6%, a ratio of total capital to risk-weighted assets of at least 8% and a minimum Tier 1 leverage ratio of
4.0%. Either or both of Green Dot Corporation and Green Dot Bank may qualify for and opt to use, from time to
time, the community bank leverage ratio framework under the Federal Reserve’s version of the U.S. Basel III Rules.
Under the community bank leverage ratio framework, a qualifying community banking organization may generally
satisfy its capital requirements (and capital conservation buffer) under the U.S. Basel III rules provided that it has a
Tier 1 leverage ratio greater than 9% and satisfies other applicable conditions. In 2021, Green Dot Corporation and
Green Dot Bank qualified for (including, in the case of Green Dot Bank, through grace periods) and opted to use the
community bank leverage ratio framework. Going forward, we expect that Green Dot Corporation will continue to
qualify for and use the community bank leverage ratio framework, and that Green Dot Bank will calculate and
disclose its risk-based capital ratios and Tier 1 leverage ratio under standardized approach of the U.S. Basel III
Rules.

As of December 31, 2021 and 2020, we and Green Dot Bank were categorized as "well capitalized" under
applicable regulatory standards. To be categorized as "well capitalized," we and Green Dot Bank must maintain
specific total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. There were no
conditions or events since December 31, 2021 which management believes would have changed our category as
"well capitalized."

The definitions associated with the amounts and ratios below are as follows:

Ratio

Tier 1 leverage ratio

Definition

Tier 1 capital divided by average total assets

Common equity Tier 1 capital ratio

Common equity Tier 1 capital divided by risk-weighted assets

Tier 1 capital ratio

Tier 1 capital divided by risk-weighted assets

Total risk-based capital ratio

Total capital divided by risk-weighted assets

Terms

Tier 1 capital and
Common equity Tier 1 capital

Total capital

Average total assets

Risk-weighted assets

Definition

Primarily includes common stock, retained earnings and accumulated OCI, net of deductions
and adjustments primarily related to goodwill, deferred tax assets and intangibles.

Tier 1 capital plus supplemental capital items such as the allowance for credit losses, subject to
certain limits

Average total consolidated assets during the period less deductions and adjustments primarily
related to goodwill, deferred tax assets and intangibles assets

Represents the amount of assets or exposure multiplied by the standardized risk weight (%)
associated with that type of asset or exposure. The standardized risk weights are prescribed in
the bank capital rules and reflect regulatory judgment regarding the riskiness of a type of asset
or exposure

The actual amounts and ratios, and required "well capitalized" minimum capital amounts and ratios at

December 31, 2021 and 2020, were as follows:

Green Dot Corporation:

Tier 1 leverage

Common equity Tier 1 capital

Tier 1 capital

Total risk-based capital

Green Dot Bank:

Tier 1 leverage

Common equity Tier 1 capital

Tier 1 capital

Total risk-based capital

Green Dot Corporation:

Tier 1 leverage

Common equity Tier 1 capital

Tier 1 capital

Total risk-based capital

Green Dot Bank:

Tier 1 leverage

Common equity Tier 1 capital

Tier 1 capital

Total risk-based capital

December 31, 2021

Amount

Ratio

Regulatory
Minimum

"Well-capitalized"
Minimum

(In thousands, except ratios)

637,338

648,038

329,162

336,461

15.9 %

54.0 %

54.9 %

9.1 %

40.7 %

41.6 %

4.0 %

4.5 %

6.0 %

8.0 %

4.0 %

4.5 %

6.0 %

8.0 %

n/a

6.0 %

10.0 %

5.0 %

6.5 %

8.0 %

10.0 %

December 31, 2020

Amount

Ratio

Regulatory
Minimum

"Well-capitalized"
Minimum

(In thousands, except ratios)

515,134

518,358

253,895

254,855

17.5 %

57.8 %

58.2 %

10.1 %

46.1 %

46.3 %

4.0 %

4.5 %

6.0 %

8.0 %

4.0 %

4.5 %

6.0 %

8.0 %

n/a

6.0 %

10.0 %

5.0 %

6.5 %

8.0 %

10.0 %

Liquidity and Capital Resources

The following table summarizes our major sources and uses of cash for the periods presented:

Total cash provided by (used in)

Operating activities

Investing activities

Financing activities

(Decrease) increase in unrestricted cash, cash equivalents and restricted cash

Year Ended December 31,

2021

2020

(In thousands)

162,533 $

(1,368,487)

1,034,893

(171,061) $

209,178

(785,832)

1,007,201

430,547

During the years ended December 31, 2021 and 2020, we financed our operations primarily through our cash
flows provided by operating activities and customer funds held on deposit. From time to time, we may also finance
short term working capital activities through our borrowings under our credit facility. At December 31, 2021, our
primary source of liquidity was unrestricted cash and cash equivalents totaling $1.3 billion. We also consider our
$2.1 billion of investment securities available-for-sale to be highly-liquid instruments.

We use trend and variance analysis as well as our detailed budgets and forecasts to project future cash needs,
making adjustments to the projections when needed. We believe that our current unrestricted cash and cash
equivalents, cash flows from operations and borrowing capacity under our credit facility will be sufficient to meet our
working capital, capital expenditures, equity method investee capital commitments, and any other capital needs for

at least the next 12 months. We are currently not aware of any trends or demands, commitments, events or
uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any
material way that will impact our capital needs during or beyond the next 12 months. We continue to monitor the
impact of COVID-19 on our business to ensure our liquidity and capital resources remain appropriate throughout
this period of uncertainty.

Cash Flows from Operating Activities

Our $162.5 million of net cash provided by operating activities in the year ended December 31, 2021 principally
resulted from $47.5 million of net income, adjusted for certain non-cash operating expenses of $184.9 million, and a
decrease in net working capital assets and liabilities of $69.8 million.

Our $209.2 million of net cash provided by operating activities in the year ended December 31, 2020 principally
resulted from $23.1 million of net income, adjusted for certain non-cash operating expenses of $157.5 million, and
an increase in net working capital assets and liabilities of $28.6 million.

Cash Flows from Investing Activities

Our $1.4 billion of net cash used in investing activities in the year ended December 31, 2021 primarily reflects
purchases of available-for-sale investment securities, net of proceeds from sales and maturities of $1.2 billion,
payments for the development and acquisition of property and equipment of $57.4 million, purchases of bank-
owned life insurance policies of $55.0 million, and capital contributions related to our investment in TailFin Labs,
LLC of $35.0 million. Capital commitment relief granted to us at the end of 2020 by the Federal Reserve on our
prepaid card deposits has provided greater flexibility in how we can utilize our cash and cash equivalents, and as a
result, we purchased additional available-for-sale investment securities compared to the prior year period.

Our $785.8 million of net cash used in investing activities in the year ended December 31, 2020 primarily
reflects purchases of available-for-sale investment securities, net of proceeds from sales and maturities of $687.8
million, payments for the development and acquisition of property and equipment of $59.0 million and capital
contributions related to our investment in TailFin Labs, LLC of $35.0 million.

Cash Flows from Financing Activities

Our $1.0 billion of net cash provided by financing activities for the year ended December 31, 2021 was
principally the result of a net increase in customer deposits of $555.1 million, and a net increase in obligations to
customers of $488.7 million.

Our $1.0 billion of net cash provided by financing activities for the year ended December 31, 2020 was
principally the result of a net increase in customer deposits of $1.6 billion, partially offset by a net decrease in
obligations to customers of $512.5 million and net repayments on our revolving credit facility of $35.0 million.

Total customer deposit balances increased substantially for the years ended December 31, 2021 and 2020
driven primarily by stimulus funds and other government benefits received by our cardholders under the CARES Act
and the American Rescue Plan Act.

Other Sources of Liquidity: 2019 Revolving Facility

In October 2019, we entered into a revolving credit agreement with Wells Fargo Bank, National Association, and
other lenders party thereto. The credit agreement provides for a $100.0 million five-year revolving facility and
matures in October 2024. At our election, loans made under the credit agreement bear interest at 1) a LIBOR rate
(the “LIBOR Rate") or 2) a base rate determined by reference to the highest of (a) the United States federal funds
rate plus 0.50%, (b) the Wells Fargo prime rate, and (c) one-month LIBOR rate plus 1.0% (the “Base Rate"), plus in
either case an applicable margin. The applicable margin for borrowings depends on our total leverage ratio and
varies from 1.25% to 2.00% for LIBOR Rate loans and 0.25% to 1.00% for Base Rate loans.

The terms of our existing agreement also provide for a method to determine an alternative benchmark interest
rate in anticipation of the discontinuation of LIBOR under reference rate reform. This alternative benchmark rate will
be selected between the parties taking into consideration recommendations from regulatory bodies or based on
prevailing market conventions at the time the alternative rate is established, and may include the Secured Overnight
Financing Rate.

As of December 31, 2021, we had no borrowings outstanding on the 2019 Revolving Facility and had the full

amount available for use.

We are also subject to certain financial covenants, which include maintaining a minimum fixed charge coverage
ratio and a maximum consolidated leverage ratio at the end of each fiscal quarter, as defined in the agreement. At
December 31, 2021, we were in compliance with all such covenants.

Material Cash Requirements

While the effect of COVID-19 has created economic uncertainty and impacted how we manage our liquidity and
capital resources, we anticipate that we will continue to develop and purchase property and equipment as
necessary in the normal course of our business. The amount and timing of these payments and the related cash
outflows in future periods is difficult to predict and is dependent on a number of factors including the hiring of new
employees, the rate of change of computer hardware and software used in our business and our business outlook
as a result of the COVID-19 pandemic. We intend to continue to invest in new products and programs we believe
are critical, including GO2bank, new features for our existing products and IT infrastructure such as our core
banking and card management systems in order to scale and operate effectively to meet our strategic objectives.
While we expect these capital expenditures will exceed the amount of our capital expenditures in 2021, we expect
to fund these capital expenditures primarily through our cash flows provided by operating activities.

We have used cash to acquire businesses and technologies and we anticipate that we may continue to do so in
the future. The nature of these transactions, however, makes it difficult to predict the amount and timing of such
cash requirements.

Additionally, we may make periodic cash contributions to our subsidiary bank, Green Dot Bank, to maintain its
capital, leverage and other financial commitments at levels we have agreed to with our regulators. If another
economic relief package is signed into law that provides for substantial additional direct payments and
unemployment benefits, we may need to increase the size of our cash contributions to Green Dot Bank to maintain
its capital, leverage and other financial commitments.

We also have certain contractual payment obligations, in each case, as described in more detail below.

Contractual Obligations

On January 2, 2020, we effectuated our agreement with Walmart to jointly establish a new fintech accelerator
under the name TailFin Labs, LLC, with a mission to develop innovative products, services and technologies that sit
at the intersection of retail shopping and consumer financial services. We hold a 20% ownership interest in the
entity, in exchange for annual capital contributions of $35.0 million per year from January 2020 through January
2024. See Note 7 - Equity Method Investment of the Notes to our Consolidated Financial Statements for additional
information.

In response to our remote employee workforce strategy in the U.S., we have closed most our leased office
locations. However, we are required to continue making our contractual payments until our operating leases are
formally terminated or expire. Our remaining leases have terms of less than 1 year to approximately 5 years, subject
to renewal options of varying terms, and as of December 31, 2021, we had a total lease liability of $15.1 million. See
Note 20 - Leases of the Notes to our Consolidated Financial Statements for additional information regarding our
lease liabilities as of December 31, 2021.

Our definitive agreement to acquire all of the equity interests of UniRush provides for a minimum $4 million

annual earn-out payment for five years following the closing, ending in February 2022.

In the normal course of business, we enter into various agreements with our vendors and retail distributors that
may subject us to minimum annual requirements. While our contractual commitments will have an impact on our
future liquidity, we believe that we will be able to adequately fulfill these obligations through cash generated from
operations and from our existing cash balances.

Statistical Disclosure by Bank Holding Companies

The following section presents supplemental information for Bank Holding Companies. The tables in this section

include Green Dot Bank information only.

Distribution of Assets, Liabilities and Stockholders' Equity

The following table presents average balance data and interest income and expense data for our banking
operations, as well as the related interest yields and rates for the years ended December 31, 2021, 2020 and 2019:

Year ended December 31,

2021

Interest
income/
interest
expense

Average
balance

Yield/
rate

Average
balance

2020

Interest
income/
interest
expense

Yield/
rate

Average
balance

2019

Interest
income/
interest
expense

Yield/
rate

(In thousands, except percentages)

Assets

Interest-bearing assets

Loans (1)

37,347 $

6,166

16.5 % $

22,533 $

2,454

10.9 % $

23,656 $

2,050

8.7 %

Taxable investment
securities

Non-taxable investment
securities

Federal reserve stock

Fee advances

Cash

1,271,329

13,831

28,956

7,069

6,756

2,012,597

712

322

1,491

2,539

1.1

2.5

4.6

22.1

11,481

5,473

7,775

278

272

1,455

5,709

1.4

2.4

5.0

18.7

0.1

1,769,837

0.3

1,124,979

506,152

7,031

229,575

6,722

399

5,377

6,301

273

1,296

24,616

34,967

Total interest-bearing assets 3,364,054

25,061

0.7 % 2,323,251

17,199

0.7 % 1,390,287

Non-interest bearing assets

274,145

Total assets

$ 3,638,199

131,612

$ 2,454,863

255,997

$ 1,646,284

Liabilities

Interest-bearing liabilities

Checking accounts

5,345 $

Savings deposits

26,745

Time deposits,
denominations greater
than or equal to $250

Time deposits,
denominations less than
$250

Total interest-bearing
liabilities

Non-interest bearing
liabilities

Total liabilities

1,827

3,142

37,059

3,304,652

3,341,711

Total stockholders' equity

296,488

Total liabilities and
stockholders' equity

$ 3,638,199

0.1 % $

9,271 $

0.1

20,702

1.4

1.2

1,146

3,682

0.6 % $

80,642 $

1,750

0.2

23,598

1.4

1.0

373

3,966

0.3 %

34,801

148

0.4 %

108,579

1,831

1.7 %

2,173,578

2,208,379

246,484

$ 2,454,863

1,225,023

1,333,602

312,682

$ 1,646,284

Net interest income/yield on
earning assets

___________

24,968

0.4 %

17,051

0.3 %

33,136

0.8 %

(1) Non-performing loans are included in the respective average loan balances. Income, if any, on such loans is recognized on

a cash basis.

The following table presents the amount of changes in interest income and interest expense due to changes in

both average volume and average rate for the years ended:

2.9

2.5

5.1

20.6

2.2

2.5 %

2.2 %

0.2

3.5

0.7

Interest-earning assets

Loans

3,712 $

1,266 $

2,446 $

404 $

526 $

Taxable investment securities

6,800

(1,524)

8,324

December 31, 2021

December 31, 2020

Total Change
in Interest
Income/
Expense

Change Due to
Rate (1)

Change Due to
Volume (1)

Total Change
in Interest
Income/
Expense

Change Due to
Rate (1)

Change Due to
Volume (1)

(In thousands)

434

(23)

261

(3,170)

(3,476)

430

(225)

306

309

268

(1)

159

(3,533)

(1)

(6)

(116)

(18,907)

(20,987)

7,862 $

(3,492) $

11,354 $

(17,768) $

(24,117) $

(49) $

(16)

(43) $

(22)

—

(55)

—

(58)

(6) $

(1,696) $

(1,205) $

(7)

—

(8)

(1,683)

(1,195)

(122)

3,842

269

275

2,080

6,349

(491)

(6)

(2)

(488)

7,917 $

(3,434) $

11,351 $

(16,085) $

(22,922) $

6,837

Non-taxable investment
securities

Federal reserve stock

Fee advances

Cash

Change in interest income

Interest-bearing liabilities

Checking accounts

Savings deposits

Time deposits, denominations
greater than or equal to $250

Time deposits, denominations
less than $250

Change in interest expense

Change in net interest income
and expense

___________

(1) The change in interest income and expense not solely due to changes in volume or rate has been allocated on a pro-rata

basis to the volume and rate columns.

Maturities and Sensitivities to Changes in Interest Rates

The following table presents contractual maturities of loans by type. All of our loans due after one year are

based upon fixed interest rates under the stated terms of the loan agreements:

Due in one year
or less

Due after one
year through
five years

Due after five
years through
fifteen years

(In thousands)

Due after fifteen
years

Total

Residential

Commercial

Installment

Consumer

Secured credit card

526 $

629 $

2,286 $

281 $

2,533

10,032

6,336

1,261

—

848

—

Total fixed-income securities

19,469 $

1,901 $

3,174 $

281 $

3,722

3,392

1,343

10,032

6,336

24,825

Allocation of Reserve of Credit Losses

The following table shows the reserve for credit losses allocated to each loan category:

Residential

Commercial

Installment

Consumer

Secured credit card

Total

December 31, 2021

December 31, 2020

Amount

Percentage

Amount

Percentage

(In thousands, except percentages)

4,384

1,010

5,555

1.6 % $

0.6

0.8

78.9

18.2

100.0 % $

—

593

757

12.3 %

4.5

4.9

—

78.3

100.0 %

Deposits

The following table shows Green Dot Bank’s average deposits and the annualized average rate paid on those

deposits for the years ended December 31, 2021, 2020, and 2019:

December 31, 2021

December 31, 2020

December 31, 2019

Average
Balance

Weighted-
Average
Rate

Average
Balance

Weighted-
Average
Rate

Average
Balance

Weighted-
Average
Rate

(In thousands, except percentages)

Interest-bearing deposit accounts

Checking accounts

Savings deposits

Time deposits, denominations greater
than or equal to $250

Time deposits, denominations less than
$250

Total interest-bearing deposit accounts

5,345

26,745

1,827

3,142

37,059

Non-interest bearing deposit accounts

2,926,280

Total deposits

$ 2,963,339

0.1 % $

0.1

1.4

1.2

0.3 %

9,271

20,702

1,146

3,682

34,801

1,898,216

$ 1,933,017

80,642

23,598

2.2 %

0.2

373

3.5

0.6 % $

0.2

1.4

1.0

3,966

0.4 %

108,579

839,657

948,236

0.7

1.7 %

Our aggregate deposits in denominations that met or exceeded FDIC limits were $180 million, $115 million and
$98 million as of December 31, 2021, 2020 and 2019, respectively. Our time deposits portfolio in excess of FDIC
limits is not material at December 31, 2021.

Key Financial and Credit Ratios

The following tables show certain of Green Dot Bank’s key financial and credit ratios for the years ended

December 31, 2021, 2020, and 2019:

Net return on assets

Net return on equity

Equity to assets ratio

Allowance for credit losses to total loans outstanding

Nonaccrual loans to total loans outstanding

Allowance for credit losses to nonaccrual loans

December 31, 2021

December 31, 2020

December 31, 2019

2.0 %

3.4 %

24.6

8.1

22.4

3.4

648.9

19.7

10.0

3.5

6.3

55.5

17.7

19.0

5.2

9.7

53.4

December 31, 2021

December 31, 2020

December 31, 2019

Net charge-offs during the period to average loans outstanding:

(In thousands)

Consumer

Net charge-off during the period

Average amount outstanding

Secured credit card

Net charge-off during the period

Average amount outstanding

18,798 $

7,578

— $

—

1,382

14,062

1,269

14,703

—

1,678

17,476

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the potential for economic losses from changes in market factors such as foreign currency
exchange rates, credit, interest rates and equity prices. We believe that we have limited exposure to risks
associated with changes in foreign currency exchange rates, interest rates and equity prices. We have no significant
foreign operations. We do not hold or enter into derivatives or other financial instruments for trading or speculative
purposes.

Interest rates

While operating net interest income has become a more meaningful component to our consolidated operating
results, we do not consider our cash and cash equivalents or our investment securities to be subject to material
interest rate risk due to their short duration. However, the Federal Open Market Committee ("FOMC") decreased the
federal funds target rate in March 2020 to a range of 0%-0.25%, which has impacted the amount of net interest
income we earn. While it is widely expected that the FOMC will increase interest rates in 2022 to slow the effects of
economic inflation tied to the COVID-19 pandemic, it is uncertain when or how many times interest rates will be

increased. The FOMC's decision-making policies for short-term interest rates will continue to impact the amount of
net interest income we earn in the future.

As of December 31, 2021, we had no balances outstanding under our $100.0 million line of credit agreement.
Refer to Note 11 — Debt to the Consolidated Financial Statements included herein for additional information.
Should we require additional liquidity from our line of credit, our borrowings are expected to be at variable rates of
interest and would expose us to interest rate risk. Although any short-term borrowings under our revolving credit
facility would likely be insensitive to interest rate changes, interest expense on short-term borrowings will increase
and decrease with changes in the underlying short-term interest rates. For example, assuming our credit agreement
is drawn up to its maximum borrowing capacity of $100.0 million, based on the applicable LIBOR and margin in
effect as of December 31, 2021, each quarter point of change in interest rates would result in a $0.3 million change
in our annual interest expense.

We actively monitor our interest rate exposure and our objective is to reduce, where we deem appropriate to do
so, fluctuations in earnings and cash flows associated with changes in interest rates. In order to accomplish this
objective, we may enter into derivative financial instruments, such as forward contracts and interest rate hedge
contracts only to the extent necessary to manage our exposure. We do not hold or enter into derivatives or other
financial instruments for trading or speculative purposes.

Inflation risks

We do not believe that inflation has or will have a material effect on our business, financial condition or results
of operations. Nonetheless, if our borrowing rates were to become subject to significant inflationary pressures, we
may not be able to fully offset such higher costs through rate increases. Our inability or failure to do so could harm
our business, financial condition and results of operations. Additionally, interest rate increases may adversely impact
our customers’ spending levels or our customers’ ability to pay outstanding amounts owed to us. However, we
believe this risk is largely offset by the higher interest rate yields on our cash and investment portfolios as well as
anticipated increases in consumer spending caused by inflation that would result in increased interchange revenue.
Further, because the majority of our investment portfolio is subject to longer maturity dates, we believe the risk of
realized losses from selling fixed income securities at a discount to the market is immaterial.

Credit and liquidity risks

We are exposed to credit and liquidity risks associated with the financial institutions that hold our cash and cash
equivalents, restricted cash, available-for-sale investment securities, settlement assets due from retail distributors,
third-party payment processors and other partners that collect funds and fees from our customers, and amounts due
from our issuing banks for fees collected on our behalf.

We manage the credit and liquidity risks associated with our cash and cash equivalents, available-for-sale
investment securities, loans and amounts due from issuing banks by maintaining an investment policy that restricts
our correspondent banking relationships to approved, well capitalized institutions and restricts investments to highly
liquid, low credit risk assets. Our policy has limits related to liquidity ratios, the concentration that we may have with
a single institution or issuer and effective maturity dates as well as restrictions on the type of assets that we may
invest in. The management Asset Liability Committee is responsible for monitoring compliance with our Capital
Asset Liability Management policy and related limits on an ongoing basis, and reports regularly to the risk
committee of our Board of Directors.

Our exposure to credit risk associated with settlement assets is mitigated due to the short time period, currently
an average of two days that settlement assets are outstanding. We perform an initial credit review and assign a
credit limit to each new retail distributor, third-party payment processors and other partners. We monitor each
partner's settlement asset exposure and its compliance with its specified contractual settlement terms on a daily
basis and assess their credit limit and financial condition on a periodic basis. Our management's Enterprise Risk
Management Committee is responsible for monitoring partner exposure and assigning credit limits and reports
regularly to the risk committee of our Board of Directors. We continue to monitor our exposure to credit risk with our
retail distributors and other business partners in light of the COVID-19 pandemic.

ITEM 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
(PCAOB ID: 42) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Balance Sheets as of December 31, 2021 and 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019 . . . . .
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020
and 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2021,
2020 and 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019 . . . .

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

All financial statement schedules have been omitted, since the required information is not applicable or is not
present in amounts sufficient to require submission of the schedule, or because the information required is included
in the consolidated financial statements and notes thereto.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Green Dot Corporation

Opinion on Internal Control over Financial Reporting

We have audited Green Dot Corporation’s internal control over financial reporting as of December 31, 2021, based
on criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Green Dot
Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the 2021 consolidated financial statements of the Company and our report dated February 25,
2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting included in the accompanying report of
management on internal control over financial reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

/s/ Ernst & Young LLP

Los Angeles, California

February 25, 2022

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Green Dot Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Green Dot Corporation (the Company) as of
December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, changes
in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2021, and the
related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company at December 31,
2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework) and our report dated February 25, 2022 expressed an unqualified
opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.

Revenue Recognition

Description of
the Matter

As shown in the consolidated statement of operations and discussed in Note 2 and Note 3 of the
consolidated financial statements, the Company recorded card revenues and other fees of $788.8
million, interchange revenues of $380.0 million, and cash processing revenues of $245.5 million in
operating revenues for the year ended December 31, 2021. Card revenues and other fees consist of
monthly maintenance fees, new card fees, ATM fees, and other card revenues, which include revenue
associated with the Company’s gift card program. The Company records estimated cash back rewards
as a reduction to card revenues and other fees. Cash processing include cash transfer revenues,
Simply Paid disbursement revenues, and tax refund processing service revenues. The Company’s
revenue recognition differs between each of these discrete revenue streams. The Company recognizes
revenue when control of the promised goods or services is transferred to customers in an amount that
reflects the consideration the Company expects to be entitled to in exchange for the goods or services.

Auditing card revenues and other fees, interchange revenues, and cash transfer revenues was
complex due to the high aggregate dollar value and large volume of revenue-generating
transactions, the number of contracts involved with each revenue stream, the number of systems
and processes involved in the processing of such transactions, including third-party service
organizations, and the judgment required by management in estimating the average card lifetime
used to recognize new card fees and estimating the cash back rewards included in card revenues
and other fees.

How We
Addressed the
Matter in Our
Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of the
Company’s processes, systems and controls related to the recognition of card revenues and other
fees, interchange revenues, and cash transfer revenues, including, among others, controls related to
management’s assessment of when control of goods and services is transferred to customers, the
Company’s use of relevant third-party service organizations, and management’s review of significant
assumptions and underlying data used to estimate the average card lifetime and the cash back
rewards.

Our audit procedures included, among others, assessing a sample of contracts to determine whether
terms that may impact revenue recognition were identified and properly considered in the Company’s
evaluation of the accounting for the contracts, calculating revenue per transaction based upon the card
revenues and other fees, interchange revenues, and cash transfer revenues recognized and relevant
non-financial metrics for each revenue stream (e.g., purchase volumes and number of card activations)
and comparing the revenue per transaction for each revenue stream to historical trends and
expectations based on contractual rates and historical data. We tested revenue transaction details on a
sample basis for certain card revenues and other fees by agreeing such revenues and fees to third
party supporting documentation. In addition, we tested the methodology and significant assumptions
and underlying data used in management’s estimate of the average card lifetime by comparing the
assumptions and data to the Company’s historical data involving the period from activation of the card
through the date of last positive balance. We tested the methodology and significant assumptions and
underlying data used in management’s estimate of the cash back rewards by comparing the customer
activity and customer redemption rates to comparable peer trends and the Company’s historical reward
data.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2005.

Los Angeles, California
February 25, 2022

GREEN DOT CORPORATION
CONSOLIDATED BALANCE SHEETS

Current assets:

Assets

December 31,

2021

2020

(In thousands, except par value)

Unrestricted cash and cash equivalents

1,322,319 $

1,491,842

Restricted cash

Settlement assets

Accounts receivable, net

Prepaid expenses and other assets

Income tax receivable

Total current assets

Investment securities available-for-sale, at fair value

Loans to bank customers, net of allowance for credit losses of $5,555 and $757 as of December
31, 2021 and 2020, respectively

Prepaid expenses and other assets

Property, equipment, and internal-use software, net

Operating lease right-of-use assets

Deferred expenses

Net deferred tax assets

Goodwill and intangible assets

Total assets

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

Deposits

Obligations to customers

Settlement obligations

Amounts due to card issuing banks for overdrawn accounts

Other accrued liabilities

Operating lease liabilities

Deferred revenue

Income tax payable

Total current liabilities

Other accrued liabilities

Operating lease liabilities

Net deferred tax liabilities

Total liabilities

3,321

320,377

80,401

81,380

1,354

1,809,152

2,115,501

19,270

136,400

135,341

10,967

16,855

15,048

466,943

4,725,477 $

4,859

782,262

67,755

66,705

—

2,413,423

970,969

21,011

40,481

133,400

13,134

18,332

12,739

491,778

4,115,267

51,353 $

3,286,889

34,823

2,735,116

124,221

15,682

513

128,294

6,918

28,903

291

95,375

17,759

235

145,359

8,175

28,584

12,146

3,643,064

3,077,572

3,531

8,209

—

4,275

16,396

7,192

3,654,804

3,105,435

Commitments and contingencies (Note 21)

Stockholders’ equity:

Class A common stock, $0.001 par value; 100,000 shares authorized as of December 31,
2021 and 2020; 54,868 and 54,034 shares issued and outstanding as of December 31, 2021
and 2020, respectively

Additional paid-in capital

Retained earnings

Accumulated other comprehensive (loss) income

Total stockholders’ equity

Total liabilities and stockholders’ equity

401,055

699,370

(29,807)

1,070,673

4,725,477 $

354,460

651,890

3,428

1,009,832

4,115,267

See notes to consolidated financial statements

GREEN DOT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

Operating revenues:

Card revenues and other fees

Cash processing revenues

Interchange revenues

Interest income, net

Total operating revenues

Operating expenses:

Sales and marketing expenses

Compensation and benefits expenses

Processing expenses

Other general and administrative expenses

Total operating expenses

Operating income

Interest expense, net

Other (expense) income, net

Income before income taxes

Income tax expense

Net income

Basic earnings per common share:

Diluted earnings per common share:

Basic weighted-average common shares issued and outstanding:

Diluted weighted-average common shares issued and outstanding:

Year Ended December 31,

2021

2020

2019

(In thousands, except per share data)

788,834 $

593,915 $

245,539

380,037

18,787

293,216

351,843

14,786

459,357

287,064

330,233

31,941

1,433,197

1,253,760

1,108,595

382,163

264,686

389,284

330,590

415,111

233,155

293,711

281,710

1,366,723

1,223,687

66,474

150

(2,624)

63,700

16,220

30,073

761

(1,217)

28,095

4,964

47,480 $

23,131 $

0.87 $

0.85 $

54,070

55,220

0.43 $

0.42 $

52,438

53,685

386,840

198,412

200,674

199,751

985,677

122,918

1,864

121,081

21,184

99,897

1.91

1.88

52,195

53,138

See notes to consolidated financial statements

GREEN DOT CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Net income

Other comprehensive (loss) income

Unrealized holding (loss) gain, net of tax

Comprehensive income

Year Ended December 31,

2021

2020

(In thousands)

2019

47,480 $

23,131 $

99,897

(33,235)

14,245 $

1,388

24,519 $

2,177

102,074

See notes to consolidated financial statements

GREEN DOT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Class A Common Stock

Amount

Additional Paid-
in Capital

Retained
Earnings

(In thousands)

Accumulated
Other
Comprehensive
Income (Loss)

Total
Stockholders'
Equity

Balance at December 31, 2018

52,917 $

53 $

380,753 $

529,143 $

(137) $

909,812

Common stock issued under stock plans, net of withholdings and related
tax effects

Stock-based compensation

Repurchases of Class A common stock

Net income

Other comprehensive income

Balance at December 31, 2019

Common stock issued under stock plans, net of withholdings and related
tax effects

Stock-based compensation

Walmart restricted shares

Net income

Other comprehensive income

Cumulative effect adjustment for adoption of ASU No. 2016-13 (CECL)

962

—

(2,072)

—

(2)

—

(14,114)

29,583

(99,998)

—

99,897

—

2,177

(14,113)

29,583

(100,000)

99,897

2,177

51,807 $

52 $

296,224 $

629,040 $

2,040 $

927,356

1,252

—

975

—

4,543

53,694

(1)

—

23,131

—

(281)

—

1,388

—

4,544

53,694

—

23,131

1,388

(281)

Balance at December 31, 2020

54,034 $

54 $

354,460 $

651,890 $

3,428 $

1,009,832

Common stock issued under stock plans, net of withholdings and related
tax effects

Stock-based compensation

Net income

Other comprehensive loss

Balance at December 31, 2021

834

—

(4,824)

51,419

—

47,480

—

(33,235)

(4,823)

51,419

47,480

(33,235)

54,868 $

55 $

401,055 $

699,370 $

(29,807) $

1,070,673

See notes to consolidated financial statements

GREEN DOT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,

2021

2020

2019

(In thousands)

47,480 $

23,131 $

99,897

Operating activities

Net income

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of property, equipment and internal-use software

Amortization of intangible assets

Provision for uncollectible overdrawn accounts from purchase transactions
Provision for loan losses

Stock-based compensation

(Earnings) losses in equity method investments

Realized gain on sale of available-for-sale investment securities

Amortization of premium on available-for-sale investment securities

Impairment of long-lived assets

Deferred income tax expense (benefit)

Other

Changes in operating assets and liabilities:

Accounts receivable, net

Prepaid expenses and other assets
Deferred expenses

Accounts payable and other accrued liabilities

Deferred revenue

Income tax receivable/payable

Other, net

Net cash provided by operating activities

Investing activities

Purchases of available-for-sale investment securities

Proceeds from maturities of available-for-sale securities

Proceeds from sales and calls of available-for-sale securities

Payments for acquisition of property and equipment

Net changes in loans

Investment in TailFin Labs, LLC

Purchases of other investments

Other investing activities

Net cash used in investing activities

Financing activities

Repayments of borrowings from notes payable

Borrowings on revolving line of credit

Repayments on revolving line of credit

Proceeds from exercise of options and ESPP purchases
Taxes paid related to net share settlement of equity awards

Net changes in deposits

Net changes in settlement assets and obligations to customers

Contingent consideration payments

Repurchase of Class A common stock

Deferred financing costs

57,024

27,775

19,822

24,978

51,419

(1,579)

—

2,563

—

2,722

144

(32,468)

(13,671)
1,477

(5,308)

1,282

(14,128)

(6,999)

162,533

(1,395,599)

196,958

6,823

(57,432)

(28,385)

(35,000)

(55,000)

(852)

(1,368,487)

—

8,041
(12,864)

555,062

488,654

(4,000)

—

58,005

28,119

7,684

859

53,694

6,290

(5,073)

999

21,719

(15,003)

169

(16,177)

980
(1,441)

37,640

576

9,531

(2,524)

209,178

(994,428)

107,723

198,895

(59,035)

(453)

(35,000)

—

(3,534)

(785,832)

—

100,000

(135,000)

16,997
(12,453)

1,554,191

(512,534)

(4,000)

—

49,489

32,616

6,641

2,405

29,583

—

(117)

578

6,876

(532)

(25,242)

(12,032)
4,310

(8,145)

(6,711)

11,682

(1,384)

189,914

(189,066)

110,971

4,915

(78,214)

(2,459)

—

(153,853)

(60,000)

35,000

—

7,226
(21,338)

146,100

(66,760)

(4,634)

(100,000)

(719)

(65,125)

Net cash provided by (used in) financing activities

1,034,893

1,007,201

Net (decrease) increase in unrestricted cash, cash equivalents and restricted cash

Unrestricted cash, cash equivalents and restricted cash, beginning of period

Unrestricted cash, cash equivalents and restricted cash, end of period

Cash paid for interest

Cash paid for income taxes

Reconciliation of unrestricted cash, cash equivalents and restricted cash

Unrestricted cash and cash equivalents

Restricted cash

Total unrestricted cash, cash equivalents and restricted cash, end of period

(171,061)

1,496,701

430,547

1,066,154

1,325,640 $

1,496,701 $

(29,064)

1,095,218

1,066,154

1,434 $

27,200 $

926 $

10,618 $

2,452

1,921

1,322,319 $

1,491,842 $

1,063,426

3,321

4,859

2,728

1,325,640 $

1,496,701 $

1,066,154

See notes to consolidated financial statements

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Organization

Green Dot Corporation (“we,” “our,” or “us” refer to Green Dot Corporation and its consolidated subsidiaries) is a
financial technology and registered bank holding company committed to giving all people the power to bank
seamlessly, affordably, and with confidence. Our technology platform enables us to build products and features that
address the most pressing financial challenges of consumers and businesses, transforming the way they manage
and move money, and making financial empowerment more accessible for all. We offer a broad set of financial
services to consumers and businesses including debit, checking, credit, prepaid, and payroll cards, as well as
robust money processing services, such as tax refunds, cash deposits and disbursements.

We were incorporated in Delaware in 1999 and became a bank holding company under the Bank Holding

Company Act and a member bank of the Federal Reserve System in December 2011.

Note 2—Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

Our consolidated financial statements include the results of Green Dot Corporation and our wholly-owned
subsidiaries. We prepared the accompanying consolidated financial statements in accordance with generally
accepted accounting principles in the United States of America, or U.S. GAAP. We eliminate all significant
intercompany balances and transactions on consolidation. We include the results of operations of acquired
companies from the date of acquisition.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the
reporting periods. Future events and their effects cannot be predicted with certainty; accordingly, accounting
estimates require the exercise of judgment. These financial statements were prepared using information reasonably
available as of December 31, 2021 and through the date of this report. The accounting estimates used in the
preparation of the Company’s consolidated financial statements may change as new events occur, as more
experience is acquired, as additional information is obtained and as the Company’s operating environment changes.
Actual results may differ from these estimates due to the uncertainty around the magnitude, duration and continuing
effects of the COVID-19 pandemic, as well as other factors.

Unrestricted Cash and Cash Equivalents

We consider all unrestricted highly liquid investments with an original maturity of three months or less to be

unrestricted cash and cash equivalents.

Investment Securities

Our investment portfolio is primarily comprised of fixed income securities. We classify these securities as
available-for-sale and report them at fair value with the related unrealized gains and losses, net of tax, included in
accumulated other comprehensive income or loss, unless credit related. We establish an allowance for credit losses
limited by the amount that the fair value of the investment is less than its amortized cost. If the impairment of the
investment security is credit-related, the impairment is recorded in earnings with any subsequent improvements in
credit recognized through a reversal of the allowance established. Non-credit related impairment is recorded in
accumulated other comprehensive income or loss, a component of stockholders' equity. We classify investment
securities with maturities less than or equal to 365 days as current assets.

We regularly evaluate each fixed income security where the value has declined below amortized cost to assess
whether the decline in fair value is credit or non-credit related. In determining whether an impairment is credit
related or not, we consider the extent of the decline in fair value compared to the security's amortized cost, the
presence of adverse conditions such as the financial condition of the issuer, the payment structure of the security,
credit rating changes and other qualitative factors, as well as whether we either plan to sell the security or it is more
likely-than-not that we will be required to sell the security before recovery of its amortized cost. If we intend to sell
an investment security or believe we will more-likely-than-not be required to sell a security, we record the full
amount of the impairment in earnings.

Interest on fixed income securities, including amortization of premiums and accretion of discounts, is included in

interest income.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

Settlement Assets, Obligations to Customers and Settlement Obligations

Settlement assets represent the amounts due from our retail distributors and other partners for customer funds
collected at the point of sale that have not yet been received by our subsidiary bank, payroll deposits funded in
advance (up to two days early) to certain cardholders who are eligible to participate in our early direct deposit
programs and amounts due from third-party payment processors for customer transactions.

At the point of sale, our retail distributors and other partners collect customer funds for purchases of new cards
and utilization of our cash transfer services and then remit these funds directly to our subsidiary bank. Additionally,
certain of our deposit account programs can be funded from external accounts and that funding is settled with third-
party payment processors. Remittance of these funds with our retail distributors, third-party payment processors
and other partners takes an average of two business days.

Obligations to customers represent customer funds collected from (or to be remitted by) our retail distributors
and partners for which the underlying products have not been activated. Once the underlying products have been
activated, the customer funds are reclassified as deposits in a bank account established for the benefit of the
customer. Settlement obligations represent the customer funds received by our subsidiary bank that are due to
third-party card issuing banks upon activation.

Accounts Receivable, net

Accounts receivable is comprised principally of trade accounts receivable, receivables due from card issuing
banks, overdrawn account balances due from cardholders, fee advances and other receivables. We record
accounts receivable net of reserves for estimated uncollectible accounts. Receivables due from card issuing banks
primarily represent revenue-related funds held at the third-party card issuing banks related to our network branded
programs that have yet to be remitted to us. These receivables are generally collected within a short period of time
based on the remittance terms in our agreements with the third-party card issuing banks. Fee advances represent
short-term advances to in-person tax return preparation companies made prior to and during tax season. These
advances are collateralized by their clients' tax preparation fees and are generally collected within a short period of
time as the in-person tax preparation companies begin preparing and processing their clients' tax refunds.

Overdrawn Account Balances Due from Cardholders and Reserve for Uncollectible Overdrawn Accounts

For cardholders who are not enrolled or do not meet eligibility requirements of our overdraft protection program,
we generally decline authorization attempts for amounts that exceed the available balance in a cardholder’s
account, however, the application of card association rules, the timing of the settlement of transactions and the
assessment of the card’s monthly maintenance fee, among other things, can still result in overdrawn accounts.
These overdrawn account balances are deemed to be receivables due from cardholders, and are included as a
component of accounts receivable, net, on our consolidated balance sheets. We are exposed to losses from any
unrecovered overdrawn account balances. Our provision for overdrawn account balances from purchase
transactions is included as a component of other general and administrative expenses on our consolidated
statements of operations.

We classify overdrawn accounts from purchase transactions into age groups based on the number of days that
have elapsed since an account last had activity, such as a purchase, ATM transaction or fee assessment. We
calculate a reserve factor for each age group based on the average recovery rate for the most recent six months.
These factors are applied to these age groups to estimate our overall expected loss reserve. When more than 60
days have passed without activity in an account, we write off the full amount of the overdrawn account balance.

Restricted Cash

As of December 31, 2021 and 2020, restricted cash amounted to $3.3 million and $4.9 million, respectively.

Restricted cash principally relates to pre-funding obligations for cardholder accounts at third-party issuing banks.

Loans to Bank Customers

We report loans measured at historical cost at their outstanding principal balances, net of any charge-offs, and

for purchased loans, net of any unaccreted discounts. We recognize interest income as it is earned.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

Nonperforming Loans

Nonperforming loans generally include loans that have been placed on nonaccrual status. We generally place
loans and secured credit cards on nonaccrual status when they are past due 90 days or more. We reverse the
related accrued interest receivable and apply interest collections on nonaccrual loans as principal reductions;
otherwise, we credit such collections to interest income when received. These loans may be restored to accrual
status when all principal and interest is current and full repayment of the remaining contractual principal and interest
is expected. For our secured credit card portfolio, when an account is past due 90 days, collateral deposits are
applied against outstanding credit card balances. Any balance, inclusive of principal and interest in excess of the
collateral balance is charged off at 180 days.

We consider a loan to be impaired when it is probable that we will be unable to collect all amounts due
according to the contractual terms of the loan agreement. Once we determine a loan to be impaired, we measure
the impairment based on the present value of the expected future cash flows discounted at the loan's effective
interest rate. We may also measure impairment based on observable market prices, or for loans that are solely
dependent on the collateral for repayment, the estimated fair value of the collateral less estimated costs to sell. If
the recorded investment in impaired loans exceeds this amount, we establish a specific allowance as a component
of the allowance for credit losses or by adjusting an existing valuation allowance for the impaired loan.

Allowance for Credit Losses

Property and Equipment

We carry our property and equipment at cost less accumulated depreciation and amortization. We generally
compute depreciation on property and equipment using the straight-line method over the estimated useful lives of
the assets, except for land, which is not depreciated. We generally compute amortization on tenant improvements
using the straight-line method over the shorter of the related lease term or estimated useful lives of the
improvements. We expense expenditures for maintenance and repairs as incurred.

We capitalize certain internal and external costs incurred to develop internal-use software during the application
development stage. We also capitalize the cost of specified upgrades and enhancements to internal-use software
that result in additional functionality. Once a development project is substantially complete and the software is ready
for its intended use, we begin depreciating these costs on a straight-line basis over the internal-use software’s
estimated useful life.

The estimated useful lives of the respective classes of assets are as follows:

Land

Building

Computer equipment, furniture and office equipment

Computer software purchased

Capitalized internal-use software

Tenant improvements

N/A

30 years

3-10 years

3 years

3-7 years

Shorter of the useful life or the lease term

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

Leases

We determine if an arrangement is or contains a lease at inception of the agreement. Right-of-use (ROU)
assets and liabilities are recognized at the lease commencement date based on the present value of remaining
lease payments over the lease term. For this purpose, we consider only fixed payments stated in the leases at the
time of commencement. Variable lease payments that are not based on a specified rate or index are expensed
when incurred. Since an implicit interest rate for our leases generally cannot be determined under our contracts, we
use an incremental borrowing rate based on the information available to us at the commencement date in
determining the present value of our lease payments. Our incremental borrowing rate is based on a variety of
considerations, including borrowing rates currently available to us for loans with similar terms and market participant
information based on credit spreads for issuers of similar risk and credit rating.

The ROU asset also reflects any lease payments made prior to commencement and is recorded net of any
lease incentives received. Our ROU asset and liability reflects, as applicable, options to extend or terminate a lease
when it is reasonably certain that we will exercise such options. We exclude all leases with an initial term of 12
months or less under the short term lease exemption. We have also made a policy election to combine our lease
and non-lease components for each of our existing classes of leased assets. Our lease agreements do not contain
any material residual value guarantees or material restrictive covenants. Lease expense is recognized on a straight-
line basis over the lease term.

Impairment of Long-Lived Assets

We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. If the sum of expected undiscounted future cash flows from an
asset is less than the carrying amount of the asset, we estimate the fair value of the assets. We measure the loss as
the amount by which the carrying amount exceeds its fair value calculated using the present value of estimated net
future cash flows. No impairment charges were recorded for the year ended December 31, 2021. We recorded total
impairment charges of $21.7 million and $0.6 million for the years ended December 31, 2020 and 2019,
respectively. Impairment charges for the year ended December 31, 2020 were principally associated with
capitalized internal-use software, and our operating lease right-of-use assets and other tenant improvements we
determined to no longer be utilized as a result of our remote workforce strategy. These impairment charges are
included in other general and administrative expenses in our consolidated statements of operations.

Goodwill and Intangible Assets

Goodwill is the purchase premium after adjusting for the fair value of net assets acquired. Goodwill is not
amortized but is reviewed for potential impairment on an annual basis, or when events or circumstances indicate a
potential impairment, at the reporting unit level. A reporting unit, as defined under applicable accounting guidance, is
an operating segment or one level below an operating segment, referred to as a component. We first assess
qualitative factors to determine whether it is more likely-than-not (i.e., a likelihood of more than 50 percent) that the
fair value of a reporting unit is less than its carrying value. This step serves as the basis for determining whether it is
necessary to perform the quantitative impairment test. If it is more likely-than-not goodwill is impaired, a quantitative
impairment test compares the estimated fair value of each reporting unit to its carrying amount, including goodwill. If
the estimated fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not
impaired; however, if the carrying amount of the reporting unit exceeds its estimated fair value, the difference is
recorded as an impairment loss directly to goodwill. We may in any given period bypass the qualitative assessment
and proceed directly to a quantitative method to assess and measure impairment of the reporting unit's goodwill.

For intangible assets subject to amortization, we recognize an impairment loss if the carrying amount of the
intangible asset is not recoverable and exceeds its estimated fair value. The carrying amount of the intangible asset
is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use
of the asset.

No impairment charges were recognized related to goodwill or intangible assets for the years ended December

31, 2021, 2020 and 2019.

Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, which is
our best estimate of the pattern of economic benefit, based on legal, contractual, and other provisions. The
estimated useful lives of the intangible assets, which consist primarily of customer relationships and trade names,
range from 3-15 years.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

Amounts Due to Card Issuing Banks for Overdrawn Accounts

Third-party card issuing banks fund overdrawn cardholder account balances on our behalf. Amounts funded are
due from us to the card issuing banks based on terms specified in the agreements with the card issuing banks.
Generally, we expect to settle these obligations within two months.

Fair Value

Under applicable accounting guidance, fair value is defined as the price that would be received to sell an asset
or paid to transfer a liability. As such, fair value reflects an exit price in an orderly transaction between market
participants on the measurement date.

We determine the fair values of our financial instruments based on the fair value hierarchy established under
applicable accounting guidance, which requires an entity to maximize the use of observable inputs and minimize the
use of unobservable inputs when measuring fair value. The following describes the three-level hierarchy:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities. Level 1 assets and
liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market,
as well as certain U.S. Treasury securities that are highly liquid and are actively traded in over-the-counter markets.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities,
quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by
observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include
fixed income securities with quoted prices that are traded less frequently than exchange-traded instruments. This
category generally includes U.S. government and agency mortgage-backed fixed income securities and corporate
fixed income securities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the
overall fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments for which the
determination of fair value requires significant management judgment or estimation. The fair value for such assets
and liabilities is generally determined using pricing models, market comparables, discounted cash flow
methodologies or similar techniques that incorporate the assumptions a market participant would use in pricing the
asset or liability. This category generally includes certain private equity investments and certain asset-backed
securities.

Revenue Recognition

Our operating revenues consist of card revenues and other fees, cash processing revenues and interchange
revenues. The core principle of the revenue standard is that these revenues will be recognized when control of the
promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect
to be entitled to in exchange for those goods or services, as determined under a five-step process.

A description of our principal revenue generating activities is as follows:

Card Revenues and Other Fees

Card revenues and other fees consist of monthly maintenance fees, new card fees, ATM fees, and other card
revenues. We earn these fees based upon the underlying terms and conditions with each of our cardholders that
obligate us to stand ready to provide account services to each of our cardholders over the contract term.
Agreements with our cardholders are considered daily service contracts as they are not fixed in duration. Also
included in card revenues and other fees are program management service fees earned from our BaaS partners for
cardholder programs we manage on their behalf.

We charge maintenance fees on a monthly basis pursuant to the terms and conditions in the applicable
cardholder agreements. We recognize monthly maintenance fees ratably over each day in the monthly bill cycle in
which the fee is assessed, which represents the period our cardholders receive the benefits of our services and our
performance obligation is satisfied. To the extent a maintenance fee results in an overdrawn cardholder balance, we
only reflect the net amount we expect to receive based on, among other things, the number of days that have
elapsed since an account last had activity, such as a purchase or an ATM transaction.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

We charge new card fees when a consumer purchases a new card in a retail store. The new card fee provides
our cardholders a material right and accordingly, we defer and recognize new card fee revenues on a straight-line
basis over our average card lifetime, which is currently less than one year for our deposit account programs
acquired through our Retail channel. The average card lifetime is determined based on recent historical data using
the period from sale (or activation) of the card through the date of last positive balance. We reassess average card
lifetime for prepaid cards and checking accounts quarterly and gift cards annually. We report the unearned portion of
new card fees as a component of deferred revenue in our consolidated balance sheets. See Contract Balances
discussed in Note 3—Revenues, for further information.

We charge ATM fees to cardholders when they withdraw money at certain ATMs in accordance with the terms
and conditions in our cardholder agreements. We recognize ATM fees when the withdrawal is made by the
cardholder, which is the point in time our performance obligation is satisfied and service is performed. Since our
cardholder agreements are considered daily service contracts, our performance obligations for these types of
transactional based fees are satisfied on a daily basis, or as each transaction occurs.

Other revenues consist primarily of revenue associated with our gift card program, transaction-based fees and
fees associated with optional products or services, such as our overdraft protection program, which we offer our
cardholders at their election. Since our performance obligations are settled daily, we recognize most of these fees at
the point in time the transactions occur which is when the underlying performance obligation is satisfied. In the case
of our gift card program, we record the related revenues using the redemption method. To the extent a fee results in
an overdrawn cardholder balance, we only reflect the net amount we expect to receive based on, among other
things, the number of days that have elapsed since an account last had activity, such as a purchase or an ATM
transaction.

We also offer cash-back rewards to cardholders on certain programs. The amount of these cash rewards varies
based on multiple factors, including the terms and conditions for cardholder eligibility, the redemption amount based
on cardholder activity, and the cardholder redemption rates. We accrue our estimated cash-back rewards as a
component of other accrued liabilities on our consolidated balance sheets and as a reduction to card revenues and
other fees on our consolidated statements of operations.

Substantially all our fees are collected from our cardholders at the time the fees are assessed and debited from

their account balance.

Program management fees from our BaaS partners are generally earned over time on a monthly basis,
pursuant to the terms of each program management agreement. Our agreements are generally multi-year
arrangements of varying lengths. We recognize these fees as our program management services are rendered
each month.

Cash Processing Revenues

Our cash processing revenues (which we have previously referred to as processing and settlement services
revenues) consist of cash transfer revenues, Simply Paid disbursement revenues, and tax refund processing
service revenues.

We generate cash transfer revenues when consumers purchase our cash transfer products (reload services) in
a retail store. Our reload services are subject to the same terms and conditions in each of the applicable cardholder
agreements as discussed above. We recognize these revenues at the point in time the reload services are
completed. Similarly, we earn Simply Paid disbursement fees from our business partners as payment
disbursements are made.

We earn tax refund processing service revenues when a customer of a third-party tax preparation company
chooses to pay their tax preparation fee through the use of our tax refund processing services. Revenues we earn
from these services are generated from our contractual relationships with the tax software transmitters. These
contracts may be multi-year agreements and vary in length, however, our underlying promise obligates us to
process each refund transfer on a transaction by transaction basis as elected by the taxpayer. Accordingly, we
recognize tax refund processing service revenues at the point in time we satisfy our performance obligation by
remitting each taxpayer’s proceeds from his or her tax return.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

Interchange

We earn interchange revenues from fees remitted by the merchant’s bank, which are based on rates
established by the payment networks, such as Visa and MasterCard, when account holders make purchase
transactions using our card products and services. We recognize interchange revenues at the point in time the
transactions occur, as our performance obligation is satisfied.

Principal vs Agent

For all our significant revenue-generating arrangements, we record revenues on a gross basis except for our tax

refund processing service revenues which are recorded on a net basis.

Sales and Marketing Expenses

Sales and marketing expenses primarily consist of sales commissions, advertising and marketing expenses,
and the costs of manufacturing and distributing card packages, placards, promotional materials to our retail
distributors’ locations and personalized cards to consumers who have activated their cards.

We pay our retail distributors, and brokers' commissions based on sales of our cards and cash transfer products
in their stores. We defer and expense commissions related to new cards sales ratably over the average card
lifetime, which is currently less than one year for our cards acquired through our Retail channel. Absent a new card
fee, we recognize the cost of the related commissions immediately. We recognize the cost of commissions related
to cash transfer products when the cash transfer transactions are completed. We recognize costs for the production
of advertising as incurred. The cost of media advertising is recorded when the advertising first takes place. We
record the costs associated with card packages and placards as prepaid expenses, and for our cards acquired in
our Retail channel, we record the costs associated with personalizing the cards as deferred expenses. We
recognize the prepaid cost of card packages and placards over the related sales period, and we amortize the
deferred cost of personalizing the cards, when activated, over the average card lifetime.

Included in sales and marketing expenses are advertising and marketing expenses of $42.6 million, $37.5
million and $51.1 million and shipping and handling costs of $1.4 million, $1.5 million and $1.5 million for the years
ended December 31, 2021, 2020 and 2019, respectively. Also included in sales and marketing expenses are use
taxes to various states related to purchases of materials since we do not charge sales tax to customers when new
cards or cash transfer transactions are purchased.

Stock-Based Compensation

We record employee stock-based compensation expense based on the grant-date fair value of the award. For
stock options and stock purchases under our employee stock purchase plan, or ESPP, we base compensation
expense on fair values estimated at the grant date using the Black-Scholes option-pricing model. For stock awards,
including restricted stock units, we base compensation expense on the fair value of our common stock at the grant
date. We recognize compensation expense for awards with only service conditions that have graded vesting
schedules on a straight-line basis over the vesting period of the award. Vesting is based upon continued service to
our company and we account for any forfeitures as they occur.

We have issued performance-based restricted stock units and performance-based options to our executive

officers and employees that are subject to performance conditions, market conditions, or a combination thereof.

For awards subject to performance conditions, we determine the grant-date fair value of the stock and
recognize compensation cost for the awards if and when we conclude it is probable that the performance metrics
will be satisfied, over the requisite service period. The grant-date fair value of the awards are not subsequently
remeasured, however, we reassess the probability of vesting at each reporting period and record a cumulative
adjustment to compensation expense based on the likelihood the performance metrics will be achieved. For awards
subject to market conditions, we base compensation expense on the fair value estimated at the date of grant using
a Monte Carlo simulation or similar lattice model. We recognize compensation expense over the requisite service
period regardless of the market condition being satisfied, provided that the requisite service has been rendered,
since the estimated grant date fair value incorporates the probability of outcomes that the market condition will be
achieved.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

Under our retirement policy, any service-based requirement for unvested stock awards held by a retirement
eligible employee is eliminated. Accordingly, the related compensation expense is recognized immediately for
qualifying awards granted to eligible employees, or in the case of ineligible employees who later become eligible
under the retirement policy, over the period from the grant date to the date a qualifying retirement is achieved, if
earlier than the standard vesting dates. Performance-based awards issued to retirement eligible employees remain
subject to the stock awards’ annual performance targets and the expense is adjusted accordingly based on
expected achievement.

We measure the fair value of equity instruments issued to non-employees based on the grant-date fair value,

and recognize the related expense in the same periods that the goods or services are received.

Income Taxes

Our income tax expense is comprised of current and deferred income tax expense. Current income tax expense
approximates taxes to be paid or refunded for the current period. Deferred income tax expense results from the
changes in deferred tax assets and liabilities during the periods. These gross deferred tax assets and liabilities
represent decreases or increases in taxes expected to be paid in the future because of future reversals of
temporary differences between the basis of assets and liabilities as measured by tax laws and their basis as
reported in our consolidated financial statements. We also recognize deferred tax assets for tax attributes such as
net operating loss carryforwards and tax credit carryforwards. We record valuation allowances to reduce deferred
tax assets to the amounts we conclude are more likely-than-not to be realized in the foreseeable future.

We recognize and measure income tax benefits based upon a two-step model: 1) a tax position must be more
likely-than-not to be sustained based solely on its technical merits in order to be recognized, and 2) the benefit is
measured as the largest dollar amount of that position that is more likely-than-not to be sustained upon settlement.
The difference between the benefit recognized for a position and the tax benefit claimed on a tax return is referred
to as an unrecognized tax benefit. We accrue income tax related interest and penalties, if applicable, within income
tax expense.

Earnings Per Common Share

We apply the two-class method in calculating earnings per common share, or EPS, because we have certain
unvested restricted shares outstanding that are entitled to participate with our common stockholders in the
distributions of earnings based on their dividend rights. The two-class method requires net income to be allocated
between each class or series of common stock and other participating securities based on their respective rights to
receive dividends, whether or not declared. Basic EPS is then calculated by dividing net income allocated to each
class of common stockholders by the respective weighted-average common shares issued and outstanding.

Diluted EPS is calculated by dividing adjusted net income for each class of common stock by the respective
weighted-average number of the common shares issued and outstanding for each period plus amounts
representing the dilutive effect of outstanding stock options, restricted stock units (including performance based
restricted stock units), shares to be purchased under our employee stock purchase plan and participating unvested
restricted shares. We calculate dilutive potential common shares using the treasury stock method and the two-class
method, as applicable. We exclude the effects of such equity instruments from the computation of diluted EPS in
periods in which the effect would be anti-dilutive. Additionally, we exclude any performance-based restricted stock
units and performance-based stock options for which the performance contingency has not been met as of the end
of the period.

Regulatory Matters and Capital Adequacy

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

capital. As a bank holding company and a financial holding company (“FHC”), we are generally prohibited from
engaging, directly or indirectly, in any activities other than those permissible for bank holding companies and FHCs.
In addition, if at any time we or Green Dot Bank fail to be “well capitalized” or “well managed,” we may not
commence, or acquire any shares of a company engaged in, any activities only permissible for an FHC, without
prior Federal Reserve approval. The restriction on our ability to commence, or acquire any shares of a company
engaged in, any activities only permissible for an FHC, without prior Federal Reserve approval would also generally
apply if Green Dot Bank received a CRA rating of less than “Satisfactory.” Currently, under the BHC Act, we may not
be able to engage in new activities or acquire shares or control of other businesses. Such restrictions might limit our
ability to pursue future business opportunities which we might otherwise consider but which might fall outside the
scope of permissible activities. U.S. bank regulatory agencies from time to time take supervisory actions under
certain circumstances that restrict or limit a financial institution's activities, including in connection with
examinations, which take place on a continual basis. In some instances, we are subject to significant legal
restrictions on our ability to publicly disclose these actions or the full details of these actions, including those in
examination reports. In addition, as part of the regular examination process, our and Green Dot Bank's regulators
may advise us or our subsidiaries to operate under various restrictions as a prudential matter. Such restrictions may
include not being able to engage in certain categories of new activities or acquire shares or control of other
companies.

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting
for Income Taxes (“ASU 2019-12”), which simplifies various aspects related to the accounting for income taxes. The
standard removes certain exceptions to the general principles in Topic 740 and also clarifies and modifies existing
guidance to improve consistent application of Topic 740. ASU 2019-12 is effective for fiscal years beginning after
December 15, 2020, including interim periods within those fiscal years. We adopted the provisions of ASU 2019-12
on January 1, 2021, the results of which did not have a material impact on our consolidated financial statements.

Recently issued accounting pronouncements not yet adopted

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic
470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which
simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception
for contracts in its own equity. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021,
including interim periods within those fiscal years. We will adopt this standard on January 1, 2022, the result of
which will not have an impact on our current financial position or results of operations.

Note 3—Revenues

Disaggregation of Revenues

As discussed in Note 24—Segment Information, we determine our operating segments based on how our chief
operating decision maker manages our operations, makes operating decisions and evaluates operating
performance. Within our segments, we believe that the nature, amount, timing and uncertainty of our revenue and
cash flows and how they are affected by economic factors can be further illustrated based on the timing in which
revenue for each of our products and services is recognized. Our products and services are offered only to
customers within the United States.

The following tables disaggregate our revenues earned from external customers by each of our reportable

segments:

Timing of recognition

Transferred point in time

Transferred over time
Operating revenues (1)

Year Ended December 31, 2021

Consumer
Services

B2B Services

Money Movement
Services

Total

(In thousands)

427,030 $

176,716 $

235,355 $

246,016

324,913

4,380

839,101

575,309

673,046 $

501,629 $

239,735 $

1,414,410

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 3—Revenues (continued)

Timing of recognition

Transferred point in time

Transferred over time
Operating revenues (1)

Timing of recognition

Transferred point in time

Transferred over time
Operating revenues (1)

Year Ended December 31, 2020

Consumer
Services

B2B Services

Money Movement
Services

Total

(In thousands)

367,348 $

161,520 $

282,815 $

227,876

194,221

5,194

811,683

427,291

595,224 $

355,741 $

288,009 $

1,238,974

Year Ended December 31, 2019

Consumer
Services

B2B Services

Money Movement
Services

Total

(In thousands)

365,800 $

170,100 $

250,660 $

255,981

25,033

9,080

786,560

290,094

621,781 $

195,133 $

259,740 $

1,076,654

(1) Excludes net interest income, a component of total operating revenues, as it is outside the scope of ASC 606, Revenues. Also

excludes the effects of intersegment revenues.

Revenues recognized at a point in time are comprised of interchange fees, ATM fees, overdraft protection fees,
other similar cardholder transaction-based fees, and substantially all of our cash processing revenues. Revenues
recognized over time consists of new card fees, monthly maintenance fees, revenue earned from gift cards and
substantially all BaaS partner program management fees.

Significant Judgments and Estimates

Transaction prices related to our account cardholder services are based on stand-alone fees stated within the
terms and conditions and may also include certain elements of variable consideration depending upon the product’s
features, such as cash-back rewards and fee assessments that may overdraw an account. We estimate such
amounts using historical data and customer behavior patterns to determine these estimates which are recorded as
a reduction to the corresponding fee revenue. Additionally, while the number of transactions that a cardholder may
perform is unknown, any uncertainty is resolved at the end of each daily service contract.

Contract Balances

As disclosed on our consolidated balance sheets, we record deferred revenue for any upfront payments
received in advance of our performance obligations being satisfied. These contract liabilities consist principally of
unearned new card fees and monthly maintenance fees. We recognized approximately $26.7 million, $25.9 million
and $31.8 million for the years ended December 31, 2021, 2020, and 2019, or substantially all of the amount of
contract liabilities included in deferred revenue at the beginning of the respective periods and did not recognize any
revenue during these periods from performance obligations satisfied in previous periods. Changes in the deferred
revenue balance are driven primarily by the amount of new card fees recognized during the period, and the degree
to which these reductions to the deferred revenue balance are offset by the deferral of new card fees associated
with cards sold during the period.

Costs to Obtain or Fulfill a Contract

Our incremental direct costs of obtaining a contract consist primarily of revenue share payments we make to our
retail partners associated with new card sales. These commissions are generally capitalized upon payment and
expensed over the period the corresponding revenue is recognized. These deferred commissions are not material
and are included in deferred expenses on our consolidated balance sheets.

Practical Expedients and Exemptions

Any unsatisfied performance obligations at the end of the period relate to contracts with customers that either
have an original expected length of one year or less or are contracts for which we recognize revenue at the amount
to which we have the right to invoice for services performed. Therefore, no additional disclosure is provided for
these performance obligations.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 4—Investment Securities

Our available-for-sale investment securities were as follows:

December 31, 2021

Corporate bonds

Agency bond securities

Agency mortgage-backed securities

Municipal bonds

Asset-backed securities

Total investment securities

December 31, 2020

Corporate bonds

Agency bond securities

Agency mortgage-backed securities

Municipal bonds

Asset-backed securities

Total investment securities

Amortized cost

Gross unrealized
gains

Gross unrealized
losses

Fair value

(In thousands)

10,000 $

— $

(27) $

230,841

1,879,793

28,135

7,326

—

806

288

(9,245)

(32,268)

(243)

(4)

9,973

221,596

1,848,331

28,180

7,421

2,156,095 $

1,193 $

(41,787) $

2,115,501

10,000 $

110 $

— $

235,839

686,108

29,977

4,917

5,258

524

255

(1,713)

(337)

—

966,841 $

6,178 $

(2,050) $

10,110

234,157

691,029

30,501

5,172

970,969

The following table provides information about our available-for-sale investment securities with gross unrealized

losses and the length of time that individual securities have been in a continuous unrealized loss position.

Less than 12 months

12 months or more

Fair value

Unrealized
loss

Fair value

Unrealized
loss

Total
fair value

Total
unrealized loss

(In thousands)

9,973 $

(27) $

— $

9,973 $

52,865

(2,128)

168,730

(7,117)

221,595

(27)

(9,245)

1,661,091

(27,899)

106,510

(4,369)

1,767,601

(32,268)

9,678

2,358

(243)

(4)

—

9,678

2,358

(243)

(4)

December 31, 2021

Corporate bonds

Agency bond securities

Agency mortgage-backed
securities

Municipal bonds

Asset-backed securities

Total investment securities

1,735,965 $

(30,301) $

275,240 $

(11,486) $

2,011,205 $

(41,787)

December 31, 2020

Agency bond securities

189,127 $

(1,713) $

— $

189,127 $

(1,713)

Agency mortgage-backed
securities

162,579

(337)

Total investment securities

351,706 $

(2,050) $

—

— $

—

162,579

— $

351,706 $

(337)

(2,050)

Our investments generally consist of highly rated securities, substantially all of which are directly or indirectly
backed by the U.S. federal government, as our investment policy restricts our investments to highly liquid, low credit
risk assets. As such, we did not record any significant credit-related impairment losses during the years ended
December 31, 2021 or 2020 on our available-for-sale investment securities. As of December 31, 2021, we had
performed an evaluation of our allowance for credit losses and have determined that such an allowance is not
material to our available-for-sale investment portfolio as the vast majority of our investment securities are issued by
government-sponsored entities. Unrealized losses as of December 31, 2021 are the result of recent fluctuations in
interest rates as our investment portfolio is comprised predominantly of fixed rate securities.

We do not intend to sell our investments and we have determined that it is more likely than not that we will not

be required to sell our investments before recovery of their amortized cost bases, which may be at maturity.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 4—Investment Securities (continued)

During the year ended December 31, 2020, we recorded a realized gain of approximately $5.1 million as a
result of the sale of certain investment securities. The gain recognized upon sale of the investments was reclassified
from accumulated other comprehensive income and was recorded as a component of other income and expenses
on our consolidated statements of operations.

As of December 31, 2021, the contractual maturities of our available-for-sale investment securities were as

follows:

Due after one year through five years

Due after five years through ten years

Due after ten years

Mortgage and asset-backed securities

Total investment securities

Amortized cost

Fair value

(In thousands)

10,000 $

190,841

68,135

1,887,119

2,156,095 $

9,973

183,214

66,562

1,855,752

2,115,501

The expected payments on mortgage-backed and asset-backed securities may not coincide with their

contractual maturities because the issuers have the right to call or prepay certain obligations.

Note 5—Accounts Receivable

Accounts receivable, net consisted of the following:

Trade receivables

Reserve for uncollectible trade receivables

Net trade receivables

Overdrawn cardholder balances from purchase transactions

Reserve for uncollectible overdrawn accounts from purchase transactions

Net overdrawn cardholder balances from purchase transactions

Cardholder fees

Receivables due from card issuing banks

Fee advances, net

Other receivables

Accounts receivable, net

December 31, 2021

December 31, 2020

(In thousands)

33,921 $

(82)

33,839

5,395

(3,394)

2,001

4,054

4,645

20,643

15,219

80,401 $

25,279

(315)

24,964

3,229

(1,653)

1,576

3,165

4,377

21,424

12,249

67,755

Activity in the reserve for uncollectible overdrawn accounts from purchase transactions consisted of the

following:

Year Ended December 31,

2021

2020

2019

(In thousands)

1,653 $

3,398 $

2,710

19,822

(18,081)

7,684

(9,429)

3,394 $

1,653 $

6,641

(5,953)

3,398

Balance, beginning of period

Provision for uncollectible overdrawn accounts from purchase
transactions

Charge-offs

Balance, end of period

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 6—Loans to Bank Customers

The following table presents total outstanding loans, gross of the related allowance for credit losses, and a

summary of the related payment status:

December 31, 2021

Residential

Commercial

Installment

Consumer

Secured credit card

Total loans

30-59 Days
Past Due

60-89 Days
Past Due

90 Days or
More Past
Due

Total Past
Due

Total Current or
Less Than 30 Days
Past Due

Total
Outstanding

(In thousands)

—

2,244

2,287

—

853

856

—

2,244

994

3,722

3,392

1,340

7,788

5,342

3,722

3,392

1,343

10,032

6,336

3,241

21,584

24,825

Percentage of outstanding

9.2 %

0.4 %

3.5 %

13.1 %

86.9 %

100.0 %

December 31, 2020

Residential

Commercial

Installment

Secured credit card

Total loans

—

864

—

699

—

1,363

—

2,926

3,008

3,435

497

11,902

18,842

3,008

3,435

497

14,828

21,768

Percentage of outstanding

4.0 %

3.2 %

6.3 %

13.4 %

86.6 %

100.0 %

Beginning in 2021, we introduced an optional overdraft protection program service on certain demand deposit
account programs that allows cardholders who opt-in to spend up to a pre-authorized amount in excess of their
available card balance. When overdrawn, the purchase related balances due on these deposit accounts are
reclassified as consumer loans. Fees due from our cardholders for our overdraft service are included as a
component of accounts receivable. Overdrawn balances are unsecured and considered immediately due from the
cardholder.

In December 2021, we made the determination to sell a portion of our secured credit card portfolio. As of
December 31, 2021, this portion of our secured credit card portfolio has been reclassified as loans held for sale, and
is included in the long-term portion of prepaid and other assets on our consolidated balance sheet. Upon re-
classification, we reversed any previous allowance for credit loss on these portfolios and recorded an estimated
valuation allowance to reflect the portfolio at its estimated fair value, which resulted in a loss of approximately
$4.4 million. This has been recorded as a component of other income and expenses on our consolidated statement
of operations. As of December 31, 2021, the fair value of the loans held for sale amounted to approximately
$5.1 million.

Nonperforming Loans

The following table presents the carrying value, gross of the related allowance for credit losses, of our
nonperforming loans. See Note 2—Summary of Significant Accounting Policies for further information on the criteria
for classification as nonperforming.

Residential

Installment

Secured credit card

Total loans

December 31, 2021

December 31, 2020

(In thousands)

195 $

115

853

1,163 $

240

137

1,363

1,740

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 6—Loans to Bank Customers (continued)

Credit Quality Indicators

We closely monitor and assess the credit quality and credit risk of our loan portfolio on an ongoing basis. We
continuously review and update loan risk classifications. We evaluate our loans using non-classified or classified as
the primary credit quality indicator. Classified loans include those designated as substandard, doubtful, or loss,
consistent with regulatory guidelines. Secured credit card loans are considered classified if they are greater than 90
days past due. However, our secured credit card portfolio is collateralized by cash deposits made by each
cardholder in an amount equal to the user's available credit limit, which mitigates the risk of any significant credit
losses we expect to incur.

The table below presents the carrying value, gross of the related allowance for credit losses, of our loans within

the primary credit quality indicators related to our loan portfolio:

Residential

Commercial

Installment

Consumer

Secured credit card

Total loans

December 31, 2021

December 31, 2020

Non-Classified

Classified

Non-Classified

Classified

3,481 $

241 $

2,768 $

(In thousands)

3,392

1,228

10,032

5,483

—

115

—

853

3,435

340

—

13,465

23,616 $

1,209 $

20,008 $

240

—

137

—

1,363

1,740

Impaired Loans and Troubled Debt Restructurings

When, for economic or legal reasons related to a borrower’s financial difficulties, we grant a concession for
other than an insignificant period of time to a borrower that we would not otherwise consider, the related loan is
classified as a Troubled Debt Restructuring, or TDR. Our TDR modifications related to extensions of the maturity
dates at a stated interest rate lower than the current market rate for new debt with similar risk. As of December 31,
2021, none of our TDR modifications have been made in response to the COVID-19 pandemic.

The following table presents our impaired loans and loans that we modified as TDRs as of December 31, 2021

and 2020:

Residential

Installment

December 31, 2021

December 31, 2020

Unpaid Principal
Balance

Carrying Value

Unpaid Principal
Balance

Carrying Value

195 $

115

(In thousands)

146 $

240 $

137

180

103

Allowance for Credit Losses

Activity in the allowance for credit losses on our loan portfolio consisted of the following:

Balance, beginning of period

Provision for loans

Loans charged off

Recoveries of loans previously charged off

Balance, end of period

Year Ended December 31,

2021

2020

2019

(In thousands)

757 $

1,166 $

24,978

(20,381)

201

859

(1,697)

429

5,555 $

757 $

1,144

2,405

(2,674)

291

1,166

Activity within our allowance for credit losses has increased during the comparable prior year periods principally

due to the introduction of our overdraft protection program services on certain demand deposit accounts.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 7—Equity Method Investments

On January 2, 2020, we effectuated our agreement with Walmart to jointly establish a new fintech accelerator
under the name TailFin Labs, LLC (“TailFin Labs”), with a mission to develop innovative products, services and
technologies that sit at the intersection of retail shopping and consumer financial services. The entity is majority-
owned by Walmart and focuses on developing tech-enabled solutions to integrate omni-channel retail shopping and
financial services. We hold a 20% ownership interest in the entity, in exchange for annual capital contributions of
$35.0 million per year from January 2020 through January 2024.

We account for our investment in TailFin Labs under the equity method of accounting in accordance with ASC
323, Investments – Equity Method and Joint Ventures. Under the equity method of accounting, the initial investment
is recorded at cost and the investment is subsequently adjusted for, among other things, its proportionate share of
earnings or losses. However, given the capital structure of the TailFin Labs arrangement, we apply the Hypothetical
Liquidation Book Value ("HLBV") method to determine the allocation of profits and losses since our liquidation rights
and priorities, as defined by the agreement, differ from our underlying ownership interest. The HLBV method
calculates the proceeds that would be attributable to each partner in an investment based on the liquidation
provisions of the agreement if the partnership was to be liquidated at book value as of the balance sheet date. Each
partner’s allocation of income or loss in the period is equal to the change in the amount of net equity they are legally
able to claim based on a hypothetical liquidation of the entity at the end of a reporting period compared to the
beginning of that period, adjusted for any capital transactions.

Any future economic benefits derived from products or services developed by TailFin Labs will be negotiated on

a case-by-case basis between the parties.

As of December 31, 2021 and 2020, our net investment in TailFin Labs amounted to approximately $61.5 million
and $28.8 million, respectively, and is included in the long term portion of prepaid expenses and other assets on our
consolidated balance sheet. We recorded equity in losses from TailFin Labs of approximately $2.3 million and
$7.0 million for the years ended December 31, 2021 and 2020, respectively, which is recorded as a component of
other income and expenses on our consolidated statement of operations.

Our equity method investments also include an investment held by our bank, which amounted to $6.4 million
and $2.5 million at December 31, 2021 and 2020, respectively. We recorded equity in earnings from this investment
of approximately $3.9 million and $0.7 million for the years ended December 31, 2021 and 2020, respectively.

Note 8—Property and Equipment

Property and equipment consisted of the following:

Land

Building

Computer equipment, furniture, and office equipment

Computer software purchased

Capitalized internal-use software

Tenant improvements

Less accumulated depreciation and amortization

Property and equipment, net

December 31,

2021

2020

(In thousands)

205 $

605

58,306

31,012

271,503

5,007

366,638

(231,297)

135,341 $

205

605

61,093

31,181

237,792

5,037

335,913

(202,513)

133,400

The net carrying value of capitalized internal-use software was $125.1 million and $117.6 million at December

31, 2021 and 2020, respectively.

Total depreciation and amortization expense was $57.0 million, $58.0 million and $49.5 million for the years
ended December 31, 2021, 2020 and 2019, respectively. Included in those amounts are depreciation expense
related to internal-use software of $47.5 million, $43.9 million and $35.1 million for the years ended December 31,
2021, 2020 and 2019, respectively.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 8—Property and Equipment (continued)

No impairment charges were recorded for the year ended December 31, 2021. We recorded impairment
charges to property and equipment of $21.7 million and $0.6 million for the years ended December 31, 2020 and
2019. Impairment charges for the year ended December 31, 2020 were primarily associated with capitalized
internal-use software we determined to no longer be utilized, as well as tenant improvements and other computer
equipment at our office locations that will no longer provide any future economic benefit as a result of our remote
workforce strategy. See Note 20—Leases, for additional information.

Note 9—Goodwill and Intangible Assets

Goodwill and intangible assets on our consolidated balance sheets consisted of the following:

Goodwill

Intangible assets, net

Goodwill and intangible assets

Goodwill

December 31,

2021

2020

(In thousands)

301,790 $

165,153

466,943 $

301,790

189,988

491,778

There were no changes in the composition of goodwill from the previous year. We completed our annual
goodwill impairment test as of September 30, 2021. Based on the results of the annual goodwill impairment test, we
determined that each of the fair values of our reporting units exceeded their carrying values and therefore, no
impairment was recorded.

Intangible Assets

The gross carrying amounts and accumulated amortization related to intangibles assets were as follows:

December 31, 2021

December 31, 2020

Gross
Carrying
Value

Accumulated
Amortization

Net Book
Value

(In thousands)

Gross
Carrying
Value

Accumulated
Amortization

Net Book
Value

(In thousands)

Weighted
Average
Useful Lives

(Years)

Customer relationships

309,773 $

(174,543) $

135,230 $

309,773 $

(150,445) $

159,328

Trade names

Patents

Software licenses

Other

44,086

3,000

10,389

5,964

(21,331)

22,755

44,086

(18,535)

25,551

(1,909)

(4,551)

(5,725)

1,091

5,838

239

3,000

5,595

5,964

(1,636)

(2,698)

(5,116)

1,364

2,897

848

Total intangible assets

373,212 $

(208,059) $

165,153 $

368,418 $

(178,430) $

189,988

12.8

14.6

11.0

3.0

5.0

Amortization expense on finite-lived intangibles, a component of other general and administrative expenses,
was $27.8 million, $28.1 million, and $32.6 million for the years ended December 31, 2021, 2020, and 2019,
respectively. None of our intangible assets were considered impaired as of December 31, 2021 or 2020.

The following table shows our estimated amortization expense for intangible assets for each of the next five

succeeding years and thereafter:

2022

2023

2024

2025

2026

Thereafter

Total

December 31,

(In thousands)

25,117

23,761

22,603

22,032

21,715

49,925

165,153

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 10—Deposits

Deposits are categorized as non-interest or interest-bearing deposits as follows:

Non-interest bearing deposit accounts

Interest-bearing deposit accounts

Checking accounts

Savings

Secured card deposits

Time deposits, denominations greater than or equal to $250

Time deposits, denominations less than $250

Total interest-bearing deposit accounts

Total deposits

December 31,

2021

2020

(In thousands)

3,258,650 $

2,704,050

5,900

7,398

9,673

2,497

2,771

28,239

5,060

8,505

12,955

1,970

2,576

31,066

3,286,889 $

2,735,116

The scheduled contractual maturities for total time deposits are presented in the table below:

Due in 2022

Due in 2023

Due in 2024

Due in 2025

Due in 2026

Total time deposits

December 31,

(In thousands)

2,336

1,177

534

515

706

5,268

As of December 31, 2021 and 2020, we had aggregate time deposits of $2.5 million and $2.0 million,
respectively, in denominations that met or exceeded the Federal Deposit Insurance Corporation (FDIC) insurance
limit.

Note 11—Debt

2019 Revolving Facility

In October 2019, we entered into a secured credit agreement with Wells Fargo Bank, National Association, and
other lenders party thereto. The credit facility provides for a $100.0 million five-year revolving line of credit (the
"2019 Revolving Facility"), maturing in October 2024. We use the proceeds of any borrowings under the 2019
Revolving Facility for working capital and other general corporate purposes, subject to the terms and conditions set
forth in the credit agreement. We classify amounts outstanding as long-term on our consolidated balance sheets;
however, we may make voluntary repayments at any time prior to maturity. As of December 31, 2021, we had no
borrowings outstanding on the 2019 Revolving Facility and had the full amount available for use.

At our election, loans made under the credit agreement bear interest at 1) a LIBOR rate (the “LIBOR Rate") or
2) a base rate determined by reference to the highest of (a) the United States federal funds rate plus .50%, (b) the
Wells Fargo prime rate and (c) a daily rate equal to one-month LIBOR rate plus 1.0% (the “Base Rate"), plus in
either case an applicable margin. The margin is dependent upon on our total leverage ratio and varies from
1.25% to 2.00% for LIBOR Rate loans and .25% to 1.00% for Base Rate loans. We also pay a commitment fee,
which varies from .20% to .35% per annum on the actual daily unused portions of the 2019 Revolving Facility. Letter
of credit fees are payable in respect of outstanding letters of credit at a rate per annum equal to the applicable
margin for LIBOR Rate loans.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 11—Debt (continued)

The 2019 Revolving Facility contains certain affirmative and negative covenants including negative covenants
that limit or restrict, among other things, liens, indebtedness, investments and acquisitions, mergers and
fundamental changes, asset sales, restricted payments, changes in the nature of the business, transactions with
affiliates and other matters customarily restricted in such agreements. We must also maintain a minimum fixed
charge coverage ratio and a maximum consolidated leverage ratio at the end of each fiscal quarter, as set forth in
the credit agreement. At December 31, 2021, we were in compliance with all such covenants.

If an event of default shall occur and be continuing under the facility, the commitments may be terminated and
the principal amounts outstanding under the 2019 Revolving Facility, together with all accrued unpaid interest and
other amounts owing in respect thereof, may be declared immediately due and payable.

Senior Credit Facility

In October 2014, we entered into a $225.0 million credit agreement with Bank of America, N.A., as an
administrative agent, Wells Fargo Bank, National Association, and the other lenders party thereto. The credit
agreement provided for 1) a $75.0 million five-year revolving facility (the "Revolving Facility") and 2) a five-year
$150.0 million term loan facility ("Term Facility" and, together with the Revolving Facility, the "Senior Credit Facility").
In March 2019, we elected to make a voluntary prepayment of $60.0 million to retire the Term Facility without
penalty or additional premium. The Revolving Facility remained available for use until the Senior Credit Facility
matured in October 2019, at which point we entered into the 2019 Revolving Facility discussed above.

We did not incur any cash interest expense related to our debt during the year ended December 31, 2021. Cash

interest expense related to our debt was $0.6 million for each of the years ended December 31, 2020 and 2019.

Note 12—Stockholders’ Equity

Common Stock

Our Certificate of Incorporation specifies the following rights, preferences, and privileges for our common

stockholders.

Voting

Holders of our Class A common stock are entitled to one vote per share.

We have not provided for cumulative voting for the election of directors in our restated Certificate of
Incorporation. In addition, our Certificate of Incorporation provides that a holder, or group of affiliated holders, of
more than 24.9% of our common stock may not vote shares representing more than 14.9% of the voting power
represented by the outstanding shares of our Class A common stock.

Dividends

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of
outstanding shares of our Class A common stock are entitled to receive dividends out of funds legally available at
the times and in the amounts that our board of directors may determine. In the event a dividend is paid in the form
of shares of common stock or rights to acquire shares of common stock, the holders of Class A common stock will
receive Class A common stock, or rights to acquire Class A common stock, as the case may be.

Liquidation

Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders
would be distributable ratably among the holders of our Class A common stock and any participating preferred stock
outstanding at that time after payment of liquidation preferences, if any, on any outstanding shares of our preferred
stock and payment of other claims of creditors.

Preemptive or Similar Rights

Our Class A common stock is not entitled to preemptive rights or subject to redemption.

Comprehensive Income

The tax impact on unrealized gains and losses on investment securities available-for-sale for the years ended

December 31, 2021, 2020 and 2019 was approximately $11.5 million, $0.3 million and $0.8 million, respectively.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 12—Stockholders’ Equity (continued)

Stock Repurchase Program

In May 2017, our Board of Directors authorized, subject to regulatory approval, $150 million for our stock
repurchase program. Upon receiving regulatory approval during the second quarter of 2019, we entered into a
$100 million accelerated share repurchase agreement. In August 2019, we completed final settlement of shares
purchased under this agreement, receiving in total approximately 2.1 million shares at an average repurchase price
of $48.26. We had no repurchase activity during the years ended December 31, 2021 and 2020.

In February 2022, our Board of Directors provided authorization to increase our stock repurchase limit to $100

million for any future repurchases.

Walmart Restricted Shares

On January 2, 2020, we issued Walmart, in a private placement, 975,000 restricted shares of our Class A
Common Stock. The shares vest in equal monthly increments through December 1, 2022, however, Walmart is
entitled to voting rights and to participate in any dividends paid from the issuance date on the unvested balance. As
such, the total amount of restricted shares issued are included in our total Class A shares outstanding. As of
December 31, 2021, there were 325,000 unvested shares outstanding.

The estimated grant-date fair value of the restricted shares is recorded as a component of stock-based

compensation expense over the related period we expect to benefit under our relationship with Walmart.

Note 13—Employee Stock-Based Compensation

In June 2010, our board of directors adopted, and in July 2010 our stockholders approved, the 2010 Equity
Incentive Plan, which replaced our 2001 Stock Plan, and the 2010 Employee Stock Purchase Plan. The 2010 Equity
Incentive Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, restricted
stock units, performance shares and stock bonuses. Options granted under the 2010 Equity Incentive Plan
generally vest over four years and expire five years or ten years from the date of grant. The 2010 Employee Stock
Purchase Plan enables eligible employees to purchase shares of our Class A common stock periodically at a
discount. Our 2010 Employee Stock Purchase Plan is intended to qualify as an employee stock purchase plan
under Section 423 of the Internal Revenue Code. Approximately 3.7 million shares are available for grant under the
2010 Equity Incentive Plan as of December 31, 2021.

Stock-based compensation for the years ended December 31, 2021, 2020, and 2019 includes expense related
to awards of stock options, performance and service based restricted stock units and purchases under the 2010
Employee Stock Purchase Plan. Total stock-based compensation expense and the related income tax benefit were
as follows:

Total stock-based compensation expense

Related income tax benefit

Restricted Stock Units

Year Ended December 31,

2021

2020

2019

(In thousands)

51,419 $

3,375

53,694 $

6,573

29,583

5,143

The following table summarizes restricted stock units with only service conditions granted under our 2010

Equity Incentive Plan:

Restricted stock units granted

Weighted-average grant-date fair value

1,073

48.20 $

1,618

31.12 $

238

38.93

Year Ended December 31,

2021

2020

2019

(In thousands, except per share data)

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 13—Employee Stock-Based Compensation (continued)

Restricted stock unit activity for the year ended December 31, 2021 was as follows:

Outstanding at December 31, 2020

Restricted stock units granted

Restricted stock units vested

Restricted stock units canceled

Outstanding at December 31, 2021

Weighted-Average
Grant-Date Fair
Value

(In thousands, except per share data)

1,222 $

1,073

(477)

(222)

1,596 $

36.24

48.20

39.56

40.42

42.71

The total fair value of restricted stock vested for the years ended December 31, 2021, 2020 and 2019 was
$23.4 million, $25.6 million and $30.9 million, respectively, based on the price of our Class A common stock on the
vesting date.

Performance-Based Restricted Stock Units

We grant performance-based restricted stock units to certain employees that are subject to the attainment of
pre-established internal performance conditions, market conditions, or a combination thereof (collectively referred to
herein as "performance-based restricted stock units"). The actual number of shares subject to the award is
determined at the end of the performance period and may range from zero to 200% of the target shares granted
depending upon the terms of the award. These awards generally contain an additional service component after
each performance period is concluded and the unvested balance of the shares after the performance metrics are
achieved will vest over the remaining requisite service period. Compensation expense related to these awards is
recognized using the accelerated attribution method over the vesting period based on the grant date fair value of the
award.

The following table summarizes the performance-based restricted stock units granted under our 2010 Equity

Incentive Plan:

Performance restricted stock units granted

Weighted-average grant-date fair value

760

38.95 $

1,045

33.15 $

722

48.45

Performance-based restricted stock unit activity for the year ended December 31, 2021 was as follows:

Year Ended December 31,

2021

2020

2019

(In thousands, except per share data)

Outstanding at December 31, 2020

Performance restricted stock units granted (at target)

Performance restricted stock units vested

Performance restricted stock units canceled

Actual adjustment for certified performance periods

Outstanding at December 31, 2021

Weighted-Average
Grant-Date Fair
Value

(In thousands, except per share data)

946 $

760

(376)

(65)

112

1,377 $

35.62

38.95

39.82

51.24

34.04

35.96

The total fair value of all performance-based restricted stock vested for the years ended December 31, 2021,
2020 and 2019 was $17.6 million, $12.4 million and $22.7 million, respectively, based on the price of our Class A
common stock on the vesting date.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 13—Employee Stock-Based Compensation (continued)

Stock Options

Total stock option activity for the year ended December 31, 2021 was as follows:

Options

Weighted-Average
Exercise Price

Weighted-Average
Remaining
Contractual Life
(in Years)

Aggregate
Intrinsic Value

(In thousands, except per share data and years)

Outstanding at December 31, 2020

Options exercised

Options canceled

Outstanding at December 31, 2021

Exercisable at December 31, 2021

1,634 $

(67)

(363)

1,204 $

788

32.04

27.85

50.80

26.62

28.09

4.56

4.20

13,628

8,457

We have not issued any service only based stock option awards from our 2010 Equity Incentive Plan for the
periods presented in these consolidated financial statements. During the year ended December 31, 2020 we
granted stock options subject to market conditions in connection with the recent hiring of certain executive officers.
The stock options had a seven-year term that vest subject to continued service over three years, and upon our
company achieving certain stock trading prices within a five-year period. Compensation expense related to these
awards is recognized over the greater of the explicit service period or a derived implicit period based on when the
performance targets are expected to be achieved. The grant date fair value is determined through the use of a
Monte Carlo simulation and is not subsequently re-measured.

The total intrinsic value of options exercised was $2.0 million, $10.5 million and $2.4 million for the years ended

December 31, 2021, 2020, and 2019, respectively.

As of December 31, 2021, there was $82.7 million of aggregate unrecognized compensation cost related to
unvested restricted stock units (including performance-based awards) expected to be recognized in compensation
expense in future periods, with a weighted-average period of 2.22 years. As of December 31, 2021, there was
$1.1 million remaining of unrecognized compensation cost related to stock options, with a weighted-average period
of 0.81 years.

Note 14—Income Taxes

The components of income tax expense included in our consolidated statements of operations were as follows:

Current:

Federal

State

Foreign

Current income tax expense

Deferred:

Federal

State

Foreign

Deferred income tax (benefit) expense

Income tax expense

Year Ended December 31,

2021

2020

2019

(In thousands)

11,748 $

15,846 $

1,126

624

13,498

2,674

(9)

2,722

16,220 $

3,650

471

19,967

(11,212)

(3,722)

(69)

(15,003)

4,964 $

11,914

1,790

604

14,308

8,102

(1,226)

—

6,876

21,184

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 14—Income Taxes (continued)

Income tax expense differs from the amount computed by applying the statutory federal income tax rate to

income before income taxes. The sources and tax effects of the differences are as follows:

U.S. federal statutory tax rate

State income taxes, net of federal tax benefit

General business credits

Employee stock-based compensation

IRC 162(m) limitation

Capital loss valuation allowance release

Non-deductible penalties

Other

Effective tax rate

Year Ended December 31,

2021

2020

2019

21.0 %

1.2

(2.2)

(2.6)

8.0

—

0.1

(2.0)

(10.9)

(7.7)

17.2

(1.1)

1.1

0.1

(2.1)

(2.2)

0.1

—

0.6

25.5 %

17.7 %

17.5 %

Income tax expense for the year ended December 31, 2021 increased $11.3 million from the prior year
comparable period. The increase in income tax expense was primarily driven by the increase in our operating
income.

We have made a policy election to account for Global Intangible Low-Taxed Income ("GILTI") in the year the
GILTI tax is incurred. For the year ended December 31, 2021, the provision for GILTI tax expense was not material
to our financial statements.

The tax effects of temporary difference that give rise to significant portions of our deferred tax assets and

liabilities were as follows:

Deferred tax assets:

Net operating loss carryforwards

Stock-based compensation

Reserve for overdrawn accounts

Accrued liabilities

Lease liabilities

Tax credit carryforwards

Unrealized holding losses

Other

Total deferred tax assets

Deferred tax liabilities:

Internal-use software costs

Property and equipment, net

Deferred expenses

Intangible assets

Gift card revenue

Lease right-of-use assets

Total deferred tax liabilities

Net deferred tax assets

December 31,

2021

2020

(In thousands)

8,292 $

9,106

13,777

8,590

2,696

11,409

9,730

1,995

65,595 $

31,591 $

533

4,257

12,482

—

1,684

50,547

15,048 $

7,882

7,651

7,661

15,080

4,763

10,035

—

543

53,615

29,149

1,003

4,544

10,009

1,389

1,974

48,068

5,547

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 14—Income Taxes (continued)

We establish a valuation allowance when we consider it more-likely-than-not that some portion or all of the
deferred tax assets will not be realized. As of December 31, 2021, we did not have a valuation allowance on any of
our deferred tax assets as we believe it is more-likely-than-not that we will realize the benefits of our deferred tax
assets.

We are subject to examination by the Internal Revenue Service, or IRS, and various state tax authorities. We
remain subject to examination of our federal income tax returns for the years ended December 31, 2017 through
2020. We generally remain subject to examination of our various state income tax returns for a period of four to five
years from the respective dates the returns were filed. The IRS initiated an examination of our 2017 U.S. federal tax
return during the second quarter ended June 30, 2020 and the examination remains ongoing as of December 31,
2021. We do not expect that this examination will have a material impact on our consolidated financial statements.

As of December 31, 2021, we had federal net operating loss carryforwards of approximately $17.2 million and
state net operating loss carryforwards of approximately $89.1 million which will be available to offset future income.
If not used, the federal net operating losses will expire between 2029 and 2034. In regards to the state net operating
loss carryforwards, approximately $57.3 million will expire between 2026 and 2041, while the remaining balance of
approximately $31.8 million, does not expire and carries forward indefinitely. The net operating losses are subject to
an annual IRC Section 382 limitation which restricts their utilization against taxable income in future periods. In
addition, we have state business tax credits of approximately $18.5 million that can be carried forward indefinitely
and other state business tax credits of approximately $1.1 million that will expire between 2023 and 2027.

As of December 31, 2021 and 2020, we had a liability of $11.0 million and $9.5 million, respectively, for
unrecognized tax benefits related to various federal and state income tax matters excluding interest, penalties and
related tax benefits. The reconciliation of the beginning unrecognized tax benefits balance to the ending balance is
as follows:

Beginning balance

Increases related to positions taken during prior years

Increases related to positions taken during the current year

Decreases due to a lapse of applicable statute of limitations

Ending balance

The total amount of unrecognized tax benefits that, if
recognized, would affect the effective tax rate

2021

Year Ended December 31,

2020

(In thousands)

2019

9,518 $

8,398 $

1,470

(100)

482

1,500

(862)

10,972 $

9,518 $

6,965

313

1,576

(456)

8,398

10,654 $

9,424 $

8,341

We recognized accrued interest and penalties related to unrecognized tax benefits for the years ended

December 31, 2021, 2020 and 2019, of approximately $0.8 million, $0.5 million and $0.5 million, respectively.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 15—Earnings per Common Share

The calculation of basic and diluted EPS was as follows:

Basic earnings per Class A common share

Numerator:

Net income

Amount attributable to unvested Walmart restricted shares

Net income allocated to Class A common stockholders

Denominator:

Weighted-average Class A shares issued and outstanding

Basic earnings per Class A common share

Diluted earnings per Class A common share

Numerator:

Net income allocated to Class A common stockholders

Re-allocated earnings

Diluted net income allocated to Class A common stockholders

Denominator:

Year Ended December 31,

2021

2020

2019

(In thousands, except per share data)

47,480 $

23,131 $

(412)

(346)

47,068 $

22,785 $

54,070

52,438

0.87 $

0.43 $

47,068 $

22,785 $

47,077 $

22,793 $

99,897

—

99,897

52,195

1.91

99,897

—

99,897

Weighted-average Class A shares issued and outstanding

54,070

52,438

52,195

Dilutive potential common shares:

Stock options

Service based restricted stock units

Performance-based restricted stock units

Employee stock purchase plan

464

408

265

233

708

306

—

Diluted weighted-average Class A shares issued and outstanding

55,220

53,685

Diluted earnings per Class A common share

0.85 $

0.42 $

114

361

440

53,138

1.88

For the periods presented, we excluded certain restricted stock units and stock options outstanding, which could
potentially dilute basic EPS in the future, from the computation of diluted EPS as their effect was anti-dilutive.
Additionally, we have excluded any performance-based restricted stock units and performance-based stock options
where the performance contingency has not been met as of the end of the period, or whereby the result of including
such awards was anti-dilutive.

The following table shows the weighted-average number of anti-dilutive shares excluded from the diluted EPS

calculation:

Class A common stock

Options to purchase Class A common stock

Service based restricted stock units

Performance-based restricted stock units

Unvested Walmart restricted shares

Total

Note 16—Fair Value Measurements

Year Ended December 31,

2021

2020

2019

(In thousands)

139

245

857

473

1,714

731

101

301

796

1,929

—

354

459

—

813

We determine the fair values of our financial instruments based on the fair value hierarchy established under
applicable accounting guidance which requires an entity to maximize the use of observable inputs and minimize the
use of unobservable inputs when measuring fair value. There are three levels of inputs used to measure fair value.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 16—Fair Value Measurements (continued)

For more information regarding the fair value hierarchy and how we measure fair value, see Note 2—Summary

of Significant Accounting Policies.

As of December 31, 2021 and 2020, our assets and liabilities carried at fair value on a recurring basis were as

follows:

December 31, 2021

Assets

Investment securities:

Corporate bonds

Agency bond securities

Agency mortgage-backed securities

Municipal bonds

Asset-backed securities

Loans held for sale

Total assets

Liabilities

Contingent consideration

December 31, 2020

Assets

Investment securities:

Corporate bonds

Agency bond securities

Agency mortgage-backed securities

Municipal bonds

Asset-backed securities

Total assets

Liabilities

Contingent consideration

Level 1

Level 2

Level 3

Total Fair Value

(In thousands)

— $

9,973 $

— $

—

221,596

1,848,331

28,180

7,421

—

5,148

9,973

221,596

1,848,331

28,180

7,421

5,148

— $

2,115,501 $

5,148 $

2,120,649

— $

1,347 $

1,347

— $

10,110 $

— $

—

234,157

691,029

30,501

5,172

—

— $

970,969 $

— $

10,110

234,157

691,029

30,501

5,172

970,969

— $

5,300 $

5,300

We based the fair value of our fixed income securities held as of December 31, 2021 and 2020 on quoted prices
in active markets for similar assets. We had no transfers between Level 1, Level 2 or Level 3 assets or liabilities
during the years ended December 31, 2021 and 2020.

The following table presents changes in our contingent consideration payable for the years ended December

31, 2021, 2020 and 2019, which is categorized in Level 3 of the fair value hierarchy:

Balance, beginning of period

Payments of contingent consideration

Change in fair value of contingent consideration

Balance, end of period

Year Ended December 31,

2021

2020

2019

(In thousands)

5,300 $

9,300 $

(4,000)

—

1,347 $

5,300 $

15,800

(4,634)

(1,866)

9,300

Our portfolio of loans held for sale were re-classified effective as of December 31, 2021 and therefore, a

reconciliation of changes in fair value for the periods presented is not considered meaningful.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 17—Fair Value of Financial Instruments

The following describes the valuation technique for determining the fair value of financial instruments, whether

or not such instruments are carried at fair value on our consolidated balance sheets.

Short-term Financial Instruments

Our short-term financial instruments consist principally of unrestricted and restricted cash and cash equivalents,
settlement assets and obligations, and obligations to customers. These financial instruments are short-term in
nature, and, accordingly, we believe their carrying amounts approximate their fair values. Under the fair value
hierarchy, these instruments are classified as Level 1.

Investment Securities

The fair values of investment securities have been derived using methodologies referenced in Note 2—
Summary of Significant Accounting Policies. Under the fair value hierarchy, our investment securities are classified
as Level 2.

Loans

We determined the fair values of loans held for investment by discounting both principal and interest cash flows
expected to be collected using a discount rate commensurate with the risk that we believe a market participant
would consider in determining fair value. Under the fair value hierarchy, our loans held for investment are classified
as Level 3.

Our current portfolio of loans held for sale are recorded at the lower of the amortized cost or fair value. The fair
value was determined based on our judgement and assumptions about the price that a willing market participant
would pay, and considers unique attributes about the portfolio, including loan type, servicing of the loans and related
collateral. Under the fair value hierarchy, our loans held for sale are classified as Level 3.

Deposits

The fair value of demand and interest checking deposits and savings deposits is the amount payable on
demand at the reporting date. We determined the fair value of time deposits by discounting expected future cash
flows using market-derived rates based on our market yields on certificates of deposit, by maturity, at the
measurement date. Under the fair value hierarchy, our deposits are classified as Level 2.

Contingent Consideration

The fair value of contingent consideration obligations are estimated through valuation models designed to
estimate the probability of such contingent payments based on various assumptions. Estimated payments are
discounted using present value
fair value. Our contingent
consideration payable is classified as Level 3 because we use unobservable inputs to estimate fair value, including
the probability of achieving certain earnings thresholds and appropriate discount rates. Our contingent consideration
payable is included as a component of other accrued liabilities on our consolidated balance sheets and changes in
fair value are recorded through operating expenses.

to arrive at an estimated

techniques

Debt

The fair value of our debt is based on borrowing rates currently required of loans with similar terms, maturity
and credit risk. The carrying amount of our debt approximates fair value because the base interest rate charged
varies with market conditions and the credit spread is commensurate with current market spreads for issuers of
similar risk. The fair value of our debt is classified as a Level 2 liability in the fair value hierarchy.

Fair Value of Financial Instruments

The carrying values and fair values of certain financial instruments that were not carried at fair value, excluding
short-term financial instruments for which the carrying value approximates fair value, at December 31,
2021 and 2020 are presented in the table below.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 17—Fair Value of Financial Instruments (continued)

Financial Assets

Loans to bank customers, net of allowance

Financial Liabilities

Deposits

Note 18—Concentrations of Credit Risk

December 31, 2021

December 31, 2020

Carrying Value

Fair Value

Carrying Value

Fair Value

(In thousands)

19,270 $

17,481 $

21,011 $

20,421

3,286,889 $

3,286,837 $

2,735,116 $

2,735,072

Financial instruments that subject us to concentration of credit risk consist primarily of unrestricted cash and
cash equivalents, restricted cash, investment securities, accounts receivable, loans and settlement assets. We
deposit a portion of our unrestricted cash and cash equivalents and our restricted cash with regional and national
banking institutions that we periodically monitor and evaluate for creditworthiness. Credit risk for our investment
securities is mitigated by the types of investment securities in our portfolio, which must comply with strict investment
guidelines that we believe appropriately ensures the preservation of invested capital. Substantially all of our
investment portfolio as of December 31, 2021 is directly or indirectly backed by the U.S. federal government. Credit
risk for our accounts receivable is concentrated with card issuing banks and our customers, and this risk is mitigated
by the relatively short collection period and our large customer base. We do not require or maintain collateral for
accounts receivable. We maintain reserves for uncollectible overdrawn accounts and uncollectible trade
receivables. With respect to our loan portfolio (excluding secured credit cards), we closely monitor and assess the
credit quality and credit risk of our loan portfolio on an ongoing basis and maintain adequate allowances. Credit risk
associated with our secured credit card portfolio is mitigated by collateral provided by the borrower in the amount of
their credit limit. Credit risk for our settlement assets is concentrated with our retail distributors, well-established
third-party payment processors and other business partners, which we frequently monitor and is further mitigated by
the short collection period.

Note 19—Defined Contribution Plan

On January 1, 2004, we established a defined contribution savings plan under Section 401(k) of the Internal
Revenue Code. Employees who have attained at least 21 years of age are generally eligible to participate in the
plan on the first day of the calendar month following the month in which they commence service with us.
Participants may make pre-tax or after-tax contributions to the plan from their eligible earnings up to the statutorily
prescribed annual limit on contributions under the code. We may contribute to the plan at the discretion of our board
of directors. Currently, employer contributions amount to 50% of the first 5% of a participant's eligible compensation.
Our contributions are allocated in the same manner as that of the participant’s elective contributions. We made
contributions to the plan of $2.3 million, $2.2 million, and $2.2 million for the years ended December 31, 2021, 2020
and 2019, respectively.

Note 20—Leases

Our leases consist of operating lease agreements principally related to our corporate and subsidiary office
locations. Currently, we do not enter into any financing lease agreements. Our leases have remaining lease terms of
less than 1 year to approximately 5 years, many of which generally include renewal options of varying terms.

We have committed to a remote workforce strategy for most U.S.-based employees. As such, during the fourth
quarter of 2020, we recorded an impairment charge of approximately $7.0 million related to our lease right-of-use
assets as we no longer would utilize our leased office spaces in the U.S. for the duration of our remaining lease
terms. Most of our lease agreements have terminated or will expire in due course in accordance with our lease
provisions, however, we may be contractually obligated to continue making lease payments where no termination
option is available.

Our total lease expense amounted to approximately $3.9 million, $9.2 million, and $11.3 million for the years
ended December 31, 2021, 2020 and 2019, respectively. Our lease expense is generally based on fixed payments
stated within the agreements. Any variable payments for non-lease components and other short term lease
expenses are not considered material.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 20—Leases (continued)

Supplemental Information

Supplemental information related to our ROU assets and related lease liabilities is as follows:

Year Ended December 31,

2021

2020

2019

Cash paid for operating lease liabilities (in thousands)

10,101

9,910

8,850

Weighted average remaining lease term (years)

Weighted average discount rate

2.8

4.8 %

3.3

4.8 %

4.1

4.7 %

Maturities of our operating lease liabilities as of December 31, 2021 is as follows:

2022

2023

2024

2025

2026

Less: imputed interest

Total lease liabilities

Operating Leases

(In thousands)

7,853

3,761

3,679

1,045

16,376

(1,249)

15,127

Note 21—Commitments and Contingencies

Financial Commitments

As discussed in Note 7—Equity Method Investment, we are committed to make annual capital contributions in

TailFin Labs, LLC of $35.0 million per year from January 2020 through January 2024.

Our definitive agreement to acquire all of the equity interests of UniRush provides for a minimum $4 million
annual earn-out payment for five years following the closing, ending in February 2022. As of December 31, 2021,
the estimated fair value of our remaining earn-out payments amounted to $1.3 million.

In addition, through the normal course of business, we may enter into various agreements with our vendors and

retail distributors that may subject us to minimum annual requirements.

Litigation and Claims

In the ordinary course of business, we are a party to various legal proceedings, including, from time to time,
actions which are asserted to be maintainable as class action suits. We review these actions on an ongoing basis to
determine whether it is probable and estimable that a loss has occurred and use that information when making
accrual and disclosure decisions. We have provided reserves where necessary for all claims and, based on current
knowledge and in part upon the advice of legal counsel, all matters are believed to be adequately covered by
insurance, or, if not covered, we do not expect the outcome in any legal proceedings, individually or collectively, to
have a material adverse impact on our financial condition or results of operations.

On December 18, 2019, an alleged class action entitled Koffsmon v. Green Dot Corp., et al., No. 19-cv-10701-
DDP-E, was filed in the United States District Court for the Central District of California, against us and two of our
former officers. The suit asserts purported claims under Sections 10(b) and 20(a) of the Exchange Act for allegedly
misleading statements regarding our business strategy. Plaintiff alleges that defendants made statements that were
misleading because they allegedly failed to disclose details regarding our customer acquisition strategy and its
impact on our financial performance. The suit is purportedly brought on behalf of purchasers of our securities
between May 9, 2018 and November 7, 2019, and seeks compensatory damages, fees and costs. On February 18,
2020, a shareholder derivative suit and securities class action entitled Hellman v. Streit, et al., No. 20-cv-01572-
SVW-PVC was filed in United States District Court for the Central District of California, against us and certain of our
officers and directors. The suit avers purported breach of fiduciary duty and unjust enrichment claims, as well as
claims under Sections 10(b), 14(a) and 20(a) of the Exchange Act, on the basis of the same wrongdoing alleged in

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 21—Commitments and Contingencies (continued)

the first lawsuit described above. The suit does not define the purported class allegedly damaged. These cases
have been related. We have not yet responded to the complaints in these matters.

In May 2021, we announced that we entered into a definitive agreement to purchase the assets and operations
of Tax Refund Solutions (“TRS”), a business segment of Republic Bank & Trust Company ("Republic Bank"), subject
to customary closing conditions. Pursuant to the terms of the definitive agreement, we agreed to pay Republic Bank
approximately $165 million in cash for the TRS assets. On October 4, 2021, we announced we had been unable to
obtain the Federal Reserve’s approval of or non-objection to the transaction, and therefore, the transaction would
not be consummated. The agreement provides for a termination fee payable by us of $5 million, which we recorded
in the fourth quarter of 2021 and paid in January 2022. On October 5, 2021, Republic Bank filed a claim against us
in the Court of Chancery of the State of Delaware. The lawsuit claims that we have breached the contract in which
we agreed, subject to certain conditions, to purchase the TRS business. The lawsuit seeks, among other forms of
relief, an order of specific performance requiring that we close the transaction or, in the alternative, monetary
damages. We are defending the action.

Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of these
matters. Given the uncertainty of litigation and the preliminary stage of these claims, we are currently unable to
estimate the probability of the outcome of these actions or the range of reasonably possible losses, if any, or the
impact on our results of operations, financial condition or cash flows.

Other Legal Matters

We monitor the laws of all 50 states to identify state laws or regulations that apply (or may apply) to our
products and services. We have obtained money transmitter licenses (or similar such licenses) where applicable,
based on advice of counsel or when we have been requested to do so. If we were found to be in violation of any
laws and regulations governing banking, money transmitters, electronic fund transfers, or money laundering in the
United States or abroad, we could be subject to penalties or could be forced to change our business practices.

From time to time, we enter into contracts containing provisions that contingently require us to indemnify various
parties against claims from third parties. These contracts primarily relate to: (i) contracts with our card issuing
banks, under which we are responsible to them for any unrecovered overdrafts on cardholders’ accounts; (ii) certain
real estate leases, under which we may be required to indemnify property owners for environmental and other
liabilities, and other claims arising from our use of the premises; (iii) certain agreements with our officers, directors,
and employees, under which we may be required to indemnify these persons for liabilities arising out of their
relationship with us; and (iv) contracts under which we may be required to indemnify our retail distributors, suppliers,
vendors and other parties with whom we have contracts against claims arising from certain of our actions,
omissions, violations of law and/or infringement of patents, trademarks, copyrights and/or other intellectual property
rights.

Generally, a maximum obligation under these contracts is not explicitly stated. Because the obligated amounts
associated with these types of agreements are not explicitly stated, the overall maximum amount of the obligation
cannot be reasonably estimated. With the exception of overdrafts on cardholders’ accounts, historically, we have not
been required to make payments under these and similar contingent obligations, and no liabilities have been
recorded for these obligations in our consolidated balance sheets.

For additional information regarding overdrafts on cardholders’ accounts, refer to Note 5—Accounts Receivable.

Note 22—Significant Concentrations

A credit concentration may exist if customers are involved in similar industries, economic sectors, and
geographic regions. Our retail distributors operate in similar economic sectors but diverse domestic geographic
regions. The loss of a significant retail distributor could have a material adverse effect upon our card sales,
profitability, and revenue growth.

Revenues derived from our products sold at retail distributors constituting greater than 10% of our total

operating revenues were as follows:

Walmart

Year Ended December 31,

2021

24%

2020

27%

2019

34%

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 22—Significant Concentrations (continued)

In addition, approximately 20% and 13% of our total operating revenues for the years ended December 31,
2021 and 2020, respectively, were generated from a single BaaS partner, but without a corresponding concentration
to our gross profit for the periods.

Note 23—Regulatory Requirements

Our subsidiary bank, Green Dot Bank, is a member bank of the Federal Reserve System and our primary
regulator is the Federal Reserve Board. We and Green Dot Bank are subject to commitments with respect to
minimum capital and leverage requirements that we have made to the Federal Reserve Board and the Utah
Department of Financial Institutions. In addition, we and Green Dot Bank are subject to various regulatory capital
and leverage requirements administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory actions by regulators that, if undertaken, could have a direct material
effect on our financial statements. Under capital adequacy guidelines, we and Green Dot Bank must meet specific
capital guidelines that involve quantitative measures of the assets, liabilities and certain off-balance sheet items as
calculated under regulatory accounting practices. The capital amounts and classification are also subject to
qualitative judgments by the regulators about components, risk weightings and other factors.

As of December 31, 2021 and 2020, we and Green Dot Bank were categorized as "well capitalized" under
applicable regulatory standards. There were no conditions or events since December 31, 2021 which management
believes would have caused us or Green Dot Bank not to be considered "well capitalized." Our capital ratios and
related regulatory requirements were as follows:

Green Dot Corporation:

Tier 1 leverage

Common equity Tier 1 capital

Tier 1 capital

Total risk-based capital

Green Dot Bank:

Tier 1 leverage

Common equity Tier 1 capital

Tier 1 capital

Total risk-based capital

Green Dot Corporation:

Tier 1 leverage

Common equity Tier 1 capital

Tier 1 capital

Total risk-based capital

Green Dot Bank:

Tier 1 leverage

Common equity Tier 1 capital

Tier 1 capital

Total risk-based capital

December 31, 2021

Amount

Ratio

Regulatory
Minimum

"Well-capitalized"
Minimum

(In thousands, except ratios)

637,338

648,038

329,162

336,461

15.9 %

54.0 %

54.9 %

9.1 %

40.7 %

41.6 %

4.0 %

4.5 %

6.0 %

8.0 %

4.0 %

4.5 %

6.0 %

8.0 %

n/a

6.0 %

10.0 %

5.0 %

6.5 %

8.0 %

10.0 %

December 31, 2020

Amount

Ratio

Regulatory
Minimum

"Well-capitalized"
Minimum

(In thousands, except ratios)

17.5 %

57.8 %

58.2 %

10.1 %

46.1 %

46.3 %

4.0 %

4.5 %

6.0 %

8.0 %

4.0 %

4.5 %

6.0 %

8.0 %

n/a

6.0 %

10.0 %

5.0 %

6.5 %

8.0 %

10.0 %

515,134

518,358

253,895

254,855

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 24—Segment Information

Our Consumer Services segment consists of revenues and expenses derived from deposit account programs,
such as consumer checking accounts, prepaid cards, secured credit cards, and gift cards that we offer to
consumers (i) through distribution arrangements with more than 90,000 retail locations and thousands of
neighborhood Financial Service Center locations (the "Retail" channel), and (ii) directly through various marketing
channels, such as online search engine optimization, online displays, direct mail campaigns, mobile advertising, and
affiliate referral programs (the "Direct" channel).

Our B2B Services segment consists of revenues and expenses derived from (i) our partnerships with some of
the United States' most prominent consumer and technology companies that make our banking products and
services available to their consumers, partners and workforce through integration with our banking platform (the
"Banking-as-a-Service", or "BaaS" channel), and (ii) a comprehensive payroll platform that we offer to corporate
enterprises (the "Employer" channel) to facilitate payments for today’s workforce. Our products and services in this
segment include deposit account programs, such as consumer and small business checking accounts and prepaid
cards, as well as our Simply Paid Disbursements services utilized by our partners.

Our Money Movement Services segment consists of revenues and expenses generated on a per transaction
basis from our services that specialize in facilitating the movement of cash on behalf of consumers and businesses,
such as money processing services and tax refund processing services. Our money processing services, such as
cash deposit and disbursements, are marketed to third-party banks, program managers, and other companies
seeking cash deposit and disbursement capabilities for their customers. Those customers, including our own
cardholders, can access our cash deposit and disbursement services at any of the locations within our network of
retail distributors and neighborhood Financial Service Centers. We market our tax-related financial services through
a network of tax preparation franchises, independent tax professionals and online tax preparation providers.

Revenues within Corporate and Other are comprised of net interest income earned by our bank and inter-
segment eliminations. Unallocated corporate expenses include our fixed expenses such as salaries, wages and
related benefits for our employees, professional service fees, software licenses, telephone and communication
costs, rent and utilities, insurance and inter-segment eliminations. These costs are not considered when our CODM
evaluates the performance of our three reportable segments since they are not directly attributable to any reporting
segment. Non-cash expenses such as stock-based compensation, depreciation and amortization of long-lived
assets, impairment charges, and other non-recurring expenses that are not considered by our CODM when
evaluating our overall consolidated financial results are excluded from our unallocated corporate expenses above.
We do not evaluate performance or allocate resources based on segment asset data, and therefore such
information is not presented.

We have restated segment information for the historical periods presented herein to conform to our current
presentation. The change in segment presentation does not affect the financial results of our consolidated
statements of operations, balance sheets or statements of cash flows as previously presented.

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 24—Segment Information (continued)

The following tables present certain financial information for each of our reportable segments for the periods

then ended:

Segment Revenue

Consumer Services

B2B Services

Money Movement Services

Corporate and Other

Total segment revenues

Net revenue adjustment

Total operating revenues

Year Ended December 31,

2021

2020

2019

694,725 $

620,414 $

(In thousands)

458,584

239,735

(5,169)

1,387,875

45,322

304,651

288,009

(12,554)

1,200,520

53,240

654,133

146,545

257,065

581

1,058,324

50,271

1,433,197 $

1,253,760 $

1,108,595

Net revenue adjustments represent commissions and certain processing-related costs associated with our
BaaS products and services, which are netted against our B2B Services revenues when evaluating segment
performance.

Segment Profit

Consumer Services

B2B Services

Money Movement Services

Corporate and Other

Total segment profit

Reconciliation to income before income taxes

Depreciation and amortization of property, equipment and internal-use software

Stock based compensation and related employer taxes

Amortization of acquired intangible assets

Impairment charges

Other expense

Operating income

Interest expense, net

Other (expense) income , net

Income before income taxes

Year Ended December 31,

2021

2020

2019

(In thousands)

223,604 $

212,170 $

256,918

73,156

115,965

(195,761)

216,964

65,892

123,881

(196,131)

205,812

57,024

51,627

27,775

—

14,064

66,474

150

(2,624)

58,005

55,989

28,119

21,719

11,907

30,073

761

(1,217)

36,853

114,291

(167,496)

240,566

49,489

30,987

32,616

—

4,556

122,918

1,864

63,700 $

28,095 $

121,081

ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

ITEM 9A. Controls and Procedures

Disclosure controls and procedures — Our management, with the participation of our Chief Executive Officer
and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 13d-15(e)), and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) at the end of the period covered by this report. Based on such evaluation of our
disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer have concluded that, at
the end of such period, our disclosure controls and procedures were effective to ensure that information required to
be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.

Report of management on internal control over financial reporting — Our management is responsible for
establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for Green Dot Corporation. Our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over
financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated
Framework by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Our management concluded that, as of December 31, 2021, our internal control over financial reporting was

effective based on these criteria.

Ernst & Young LLP, an independent registered public accounting firm, has issued an unqualified opinion on the
effectiveness of our internal control over financial reporting as of December 31, 2021, which is included in Part II,
Item 8 of this Annual Report on Form 10-K.

Change in internal control over financial reporting — There was no material change in our internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the three months ended
December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting. We have not experienced any significant impact to our internal controls over financial reporting
despite the fact that most of our employees are working remotely due to the COVID-19 pandemic. The design of our
processes and controls allows for remote execution with accessibility to secure data. We are continually monitoring
and assessing the COVID-19 situation to minimize the impact, if any, on the design and operating effectiveness on
our internal controls.

Limitations on Effectiveness of Controls — Our management, including our Chief Executive Officer and Chief
Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all
errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within our company have been detected.

ITEM 9B. Other Information

None.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

ITEM 10. Directors, Executive Officers and Corporate Governance

PART III

The information required by this Item is incorporated by reference from our proxy statement for our 2022 Annual
Meeting of Stockholders under the captions “Proposal No. 1 Election of Directors,” “Our Executive Officers,”
“Corporate Governance and Director Independence - Code of Business Conduct and Ethics,” and “Corporate
Governance and Director Independence - Committees of Our Board of Directors - Audit Committee.” With regard to
the information required by this item regarding compliance with Section 16(a) of the Exchange Act, we will provide
disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement related to the 2022 Annual Meeting of
Shareholders in a section entitled “Additional Information—Delinquent Section 16(a) Reports,” and such disclosure,
if any, is incorporated herein by reference.

ITEM 11. Executive Compensation

The information required by this Item is incorporated by reference from our proxy statement for our 2022 Annual
Meeting of Stockholders under the caption “Executive Compensation” excluding the sub-caption “Equity
Compensation Plan Information.”

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters

The information required by this Item is incorporated by reference from our proxy statement for our 2022 Annual
Meeting of Stockholders under the captions “Security Ownership of Certain Beneficial Owners and Management”
and “Executive Compensation - Equity Compensation Plan Information.”

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference from our proxy statement for our 2022 Annual
Meeting of Stockholders under the captions “Corporate Governance and Director Independence of Directors” and
“Transactions with Related Parties, Founders and Control Persons.”

ITEM 14. Principal Accounting Fees and Services

The information required by this Item is incorporated by reference from our proxy statement for our 2022 Annual
Meeting of Stockholders under the caption “Proposal No. 2 Ratification of Appointment of Independent Registered
Public Accounting Firm - Principal Accountant Fees and Services.”

ITEM 15. Exhibits, Financial Statement Schedules

(a) The following documents are filed as exhibits to this report:

1. Financial Statements

PART IV

The Index to Consolidated Financial Statements in Item 8 of this report is incorporated herein by reference as
the list of financial statements required as part of this report.

2. Financial Statement Schedules

All financial statement schedules have been omitted, since the required information is not applicable or is not
present in amounts sufficient to require submission of the schedule, or because the information required is
included in the consolidated financial statements and notes thereto.

3. Exhibits

The following exhibits are filed as part of or furnished with this annual report on Form 10-K as applicable:

Exhibit
Number

Exhibit Title

Tenth Amended and Restated Certificate of Incorporation
of the Registrant.

Certificate of Amendment to Tenth Amended and
Restated Certificate of Incorporation of Green Dot
Corporation.

Amended and Restated Bylaws of the Registrant.

Amendment to Amended and Restated Bylaws of Green
Dot Corporation (dated March 4, 2020)

Certificate of Designations of Series A Convertible Junior
Participating Non-Cumulative Perpetual Preferred Stock
of Green Dot Corporation dated as of December 8, 2011.

Incorporated by Reference

Form

Date

Number

S-1(A2)

April 26, 2010

3.02

Filed
Herewith

8-K

May 31, 2017

3.1

8-K

December 19, 2016

March 6, 2020

3.1

8-K

December 14, 2011

3.01

Description of Securities

10-K

March 2, 2020

4.1

Form of Indemnity Agreement.

Second Amended and Restated 2001 Stock Plan and
forms of notice of stock option grant, stock option
agreement and stock option exercise letter.

Green Dot Corporation 2010 Equity Incentive Plan, as
amended (including related form agreements and related
policies).

S-1(A4)

June 29, 2010

S-1(A3)

June 2, 2010

10.01

10.02

10-Q

August 6, 2020

10.4

2010 Employee Stock Purchase Plan.

S-1(A4)

June 29, 2010

10.19

Lease Agreement between the Registrant and Wells REIT
II - Pasadena Corporate Park L.P., dated December 5,
2011

2020 Amended and Restated Walmart MoneyCard
Program Agreement dated as of May 1, 2015 by and
among the Registrant, Green Dot Bank, Wal-Mart Stores,
Inc., Walmart Stores Texas L.P., Wal-Mart Louisiana, LLC,
Wal-Mart Stores Arkansas, LLC, Wal-Mart Stores East,
L.P. and Wal-Mart Puerto Rico, Inc. and Walmart Apollo,
LLC.

Processing Services Agreement dated as of December
19, 2013 by and among the Registrant and MasterCard
International Incorporated.

Amendment to the Processing Services Agreement dated
as of September 10, 2018 by and among the Registrant
and MasterCard International Incorporated.

10-K

February 29, 2012

10.8

10-K

March 2, 2020

10.6

10-Q/A

June 7, 2017

10.1

10-Q

November 9, 2018

10.1

3.1

3.2

3.3

3.4

3.5

4.1

10.1*

10.2*

10.3*

10.4

10.5

10.6+

10.7†

10.8†

Exhibit
Number

10.9*

10.10*

10.11*

10.12*

10.13*

10.14*

10.15*

10.16*

Exhibit Title

Employment Agreement between Dan Henry and Green
Dot Corporation dated March 24, 2020.

Incorporated by Reference

Form

Date

Number

8-K

March 30, 2020

10.1

Filed
Herewith

Inducement Stock Option Award Agreement between Dan
Henry and Green Dot Corporation dated March 25, 2020.

10-Q

May 11, 2020

10.3

Inducement Award Agreement (Performance Restricted
Stock Unit) between Dan Henry and Green Dot
Corporation dated March 25, 2020.

Inducement Award Agreement (Restricted Stock Unit)
between Dan Henry and Green Dot Corporation dated
March 25, 2020.

Employment Agreement between Daniel Eckert and
Green Dot Corporation dated May 6, 2020

Inducement Stock Option Award Agreement between
Daniel Eckert and Green Dot Corporation dated May 6,
2020.

Inducement Award Agreement (Performance Restricted
Stock Unit) between Daniel Eckert and Green Dot
Corporation, dated May 6, 2020.

10-Q

May 11, 2020

10.4

10-Q

May 11, 2020

10.5

10-K

February 26, 2021

10.13

10-Q

August 6, 2020

10.1

10-Q

August 6, 2020

10.2

Inducement Award Agreement (Restricted Stock Unit)
between Daniel Eckert and Green Dot Corporation, dated
May 6, 2020.

10-Q

August 6, 2020

10.3

10.17*

Form of Executive Severance Agreement.

S-1(A-2)

April 26, 2010

10.12

10.18*

2020 Executive Officer Incentive Bonus Plan

8-K

February 26, 2020

10.01

10.19*

Green Dot Corporation Executive Incentive Plan

10-Q

November 6, 2020

10.20*

Employment Agreement between George Gresham and
Green Dot Corporation dated October 21, 2021.

8-K

October 26, 2021

10.1

21.1

23.1

31.1

31.2

32.1**

32.2**

Subsidiaries of Green Dot Corporation.

Consent of Ernst & Young LLP, independent registered
public accounting firm.

Certification of Dan Henry, Chief Executive Officer,
pursuant to Rule 13a-14(a)/15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.

Certification of George Gresham, Chief Financial Officer
and Chief Operating Officer, pursuant to Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.

Certification of Dan Henry, Chief Executive Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of George Gresham, Chief Financial Officer
and Chief Operating Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

Exhibit
Number

101

Exhibit Title

Form

Date

Number

Incorporated by Reference

The following financial statements from the Company's
Annual Report on Form 10-K for the year ended
December 31, 2021, formatted in Inline XBRL: (i)
Consolidated Balance Sheets as of December 31, 2021
and 2020, (ii) Consolidated Statements of Operations for
the Years Ended December 31, 2021, 2020 and 2019, (iii)
Consolidated Statements of Comprehensive Income for
the Years Ended December 31, 2021, 2020 and 2019, (iv)
Consolidated Statements of Changes in Stockholders'
Equity for the Years Ended December 31, 2021, 2020 and
2019, (v) Consolidated Statements of Cash Flows for the
Years Ended December 31, 2021, 2020 and 2019 and (vi)
Notes to Consolidated Financial Statements, tagged as
blocks of text and including detailed tags.

Filed
Herewith

104

Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101)

____________________

†

Indicates management contract or compensatory plan or arrangement.

Furnished, not filed.

Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item
601(b)(10).

Registrant has omitted portions of the referenced exhibit and filed such exhibit separately with the Securities and Exchange
Commission pursuant to a grant of confidential treatment under Rule 406 or Rule 24b-2 promulgated under the Securities Act or Rule
24b-2 promulgated under the Exchange Act.

ITEM 16. Form 10-K Summary

None.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURE

Date:

February 25, 2022

Green Dot Corporation

By:

Name:

Title:

/s/ Dan Henry

Dan Henry

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the

following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature

By:

/s/ Dan Henry

Name:

Dan Henry

By:

/s/ George Gresham

Name: George Gresham

By:

/s/ Jess Unruh

Name:

Jess Unruh

By:

/s/ William I Jacobs

Name: William I Jacobs

By:

/s/ J. Chris Brewster

Name:

J. Chris Brewster

By:

/s/ Rajeev V. Date

Name:

Rajeev V. Date

Title

President, Chief Executive Officer and
Director (Principal Executive Officer)

Date

February 25, 2022

Chief Financial Officer and Chief Operating
Officer (Duly Authorized Officer and Principal
Financial Officer)

February 25, 2022

Chief Accounting Officer (Principal
Accounting Officer)

February 25, 2022

Chairman

February 25, 2022

Director

February 25, 2022

By:

/s/ Glinda Bridgforth Hodges

Director

February 25, 2022

Name: Glinda Bridgforth Hodges

By:

/s/ Saturnino Fanlo

Name:

Saturnino Fanlo

By:

/s/ Jeffrey B. Osher

Name:

Jeffrey B. Osher

By:

/s/ Ellen Richey

Name:

Ellen Richey

By:

/s/ George T. Shaheen

Name: George T. Shaheen

Director

[THIS PAGE INTENTIONALLY LEFT BLANK]

Board of directors

Executive oﬃcers

William I Jacobs
Former Chairman and Current Board Member, Global
Payments, Inc.

Dan Henry
President and Chief Executive Officer

J. Chris Brewster
Former Chief Financial Officer, Cardtronics, Inc.

Glinda Bridgforth Hodges
Former President of Bridgforth Financial & Associates, LLC

Rajeev V. Date
Managing Partner, Fenway Summer LLC

Saturnino “Nino” Fanlo
Former Chief Financial Officer and Chief Operating Officer,

Human Longevity, Inc.

Peter Feld
Managing Member, Portfolio Manager and the Head of

Research, Starboard Value LP

George Gresham
Chief Financial Officer and Chief Operating Officer, Green

Dot Corporation

Dan Henry
President and Chief Executive Officer, Green Dot

Corporation

Jeﬀrey B. Osher
Founder, No Street Capital

Ellen Richey
Former Vice Chairman of Risk and Public Policy, Visa Inc.

George T. Shaheen
Former Chairman, Korn/Ferry International

George Gresham
Chief Financial Officer and Chief Operating Officer

Jess Unruh
Chief Accounting Officer

Jason Bibelheimer
Chief Human Resources Officer

Brandon Thompson
Executive Vice President, Retail, Tax and PayCard

Divisions

Amit Parikh
Executive Vice President, Banking Platform

Services

Kristina Lockwood
General Counsel

Stock listing & Symbol
New York Stock Exchange Symbol: GDOT

Independent registered
public accounting ﬁrm
Ernst & Young LLP, Los Angeles

Investor relations
ir@greendot.com