tables summarize impact changes market interest rates 1% 2% December 31, 2023 2022 investment income interest expense fair value investments debt millions 31, 2023 Increase Market Interest Rate Income Expense Value Financial Assets Financial Liabilities 2,642,391,992 31, 2022 Interest Rate Income Expense Value Financial Assets Liabilities 2%#629#327,390,365,746,641


exposure foreign currencies Brazilian real Chilean peso. dollar translation UnitedHealthcare results average assets liabilities. gains losses translating assets liabilities. dollars included equity income.


appreciation. dollar Brazilian Chilean peso reduces assets. 2023 10% 25% increase. assets $590 million $1. 3 billion. manage foreign currency risk business operations currencies.


December 31, 2023 $4. 9 billion equity venture employee savings non.-income funds. rates


Report Independent Accounting Firm ID 34 Balance Sheets Operations Income Equity Cash Flows


. Accounting Policies. Investments. Property Equipment Software. Goodwill Intangible Assets. Medical Costs. Borrowings Debt. Taxes. Equity. Compensation. Commitments Contingencies. Combinations.


shareholders Board UnitedHealth Group Financial Statements


audited balance sheets UnitedHealth Group Subsidiaries December 31, 2023 2022 statements operations income equity cash flows three years related notes “financial. financial statements present financial position Company December 31, 2023 2022 results operations cash flows accounting principles United States.


audited Public Company Accounting Oversight Board control financial reporting December 31, 2023 Internal Control Integrated Framework report February 28, 2024 unqualified opinion.


financial statements responsibility management. opinion audits. public accounting firm registered PCAOB independent. federal securities laws Securities Exchange Commission PCAOB.


conducted audits standards PCAOB. standards require plan assurance financial statements free misstatement fraud. audits included risks misstatement. procedures included examining evidence amounts disclosures statements. accounting principles estimates management overall presentation. audits provide reasonable basis for opinion.


critical audit matter is from current-period audit of financial statements communicated to Audit and Finance Committee relates to accounts disclosures material challenging complex judgments. communication alter our opinion on financial statements not separate opinion.


Incurred Notes 2 7 financial statements.


Medical costs payable obligations services insured consumers claims received processed. develops estimates services actuarial model judgments. Judgments include cost member month trend completion factors care activity processing cycles.


identified medical care services IBNR critical audit management assumptions estimating liability. judgment increased effort actuarial specialists assumptions.


audit procedures medical care services IBNR included tested controls over estimate IBNR completion medical cost per member month trend factors claims membership data. tested underlying claims membership data actuarial analysis complete accurate. evaluated actuarial methods assumptions management IBNR


overlay historical claims current model prior periods validate no material changes.


independent estimate IBNR services comparing.


review estimate IBNR claims 2023 2022.


served auditor.


millions 2023 2022 Cash,427,365 investments Accounts receivable $1,000 $877,681 receivables $2,084 $1,433,769 management,755,087 Prepaid expenses,437,069 investments,609,728 Property equipment software depreciation amortization $7,039 $6,930 Goodwill,732,352 intangible assets $7,279 $6,137,194,401,298,027,720 Liabilities equity Medical costs,395,056 Accounts accrued liabilities-term borrowings Unearned revenues,281,054,237 debt Deferred income taxes,463Commitments contingencies interests Equity Preferred stock. 10 shares no Common stock. shares 924 issued earnings,774,156 loss,027),393 Nonredeemable interests,678 equity,450 liabilities equity,720


Years Ended December 31, millions Revenues Premiums,827,157,233 Products,437 Services,123,551,603 Investment income revenues,622,162 Operating costs Medical costs,842,579 products,770,703 Depreciation amortization,400 operating costs,264,627 Earnings operations,358,435,970 Interest expense taxes,112,343,310 taxes Net earnings,144,639 noncontrolling interests UnitedHealth Group shareholders,381,120,285 Earnings.-average shares####928####937####943 Dilutive effect Diluted####938####950####956 Anti-dilutive shares excluded####3####1


Years Ended December 31, millions Net earnings,144,639 income unrealized gains investment securities,139,292) tax unrealized gains net tax,308) reclassification adjustment earnings reclassification adjustment tax foreign currency translation gains income,366(3,009) income,162 noncontrolling interests UnitedHealth Group shareholders,747,111


Stock Paid Capital Income Interests Unrealized Gains Currency Balance January 1 2021,295,336,150 Net earnings,285 loss Issuances common stock tax effects Share-based Common share repurchases,060 Cash dividends common shares.60 share,280 interests Acquisition adjustments Distributions Balance December 31, 2021,134,285 earnings,120 gains,201 Issuances common stock tax effects Share Common share repurchases,107 dividends shares$6.40 share Redeemable noncontrolling interests Acquisition Distributions Balance December 31, 2022,156,678 Net earnings,381 income Issuances common stock tax effects Share Common share repurchases Cash dividends$7. 29 per share(6,761 Redeemable noncontrolling interests Acquisition Distributions Balance December 31, 2023,774


Years Ended December 31, millions Net earnings,144,639 Noncash items Depreciation amortization,400 Deferred income taxes Share compensation items AARP balances Accounts receivable,114 Other assets,444,374 Medical costs,053,701 Accounts payable liabilities,162 Unearned revenues Cash flows,068,206 Investing Purchases,314) Sales Maturities,230,251,136 Purchases property equipment software,386,454 Cash dispositions Cash flows,476,372 Financing share repurchases dividends(5,991),280 common stock issuances,353,355 Repayments long-term debt,125(3,015),150) short-term borrowings,302) long debt,394 Customer funds Purchases redeemable noncontrolling interests,338,150)(1,944) financing activities,226(7,455) exchange rate changes Increase equivalents,990,365,375 end,427,365,375 cash flow interest income taxes,222


UnitedHealth Group Incorporated health care mission healthier health system better. businesses Optum UnitedHealthcare modern high-performing health system improved access affordability outcomes experiences organizations.


Company prepared Consolidated Financial Statements. included accounts UnitedHealth Group.


Consolidated Financial Statements include amounts best estimates judgments. significant estimates medical costs goodwill. require complex assumptions judgments uncertain. impact change included earnings.


Premium revenues risk arrangements fixed one-year Company assumes risk health care costs.


Premium revenues recognized health care benefits. premium payments unearned revenues. insured. health plans Medicare Advantage Prescription Drug Benefit Patient Protection Affordable Care Act targets rebate premiums annually. Commercial premiums subject risk adjustment program. Medicare Advantage revenue Centers Medicare Medicaid quality bonuses. Medicaid business state MLR rebates.


Premium revenues recognized estimated rebates ultimate premiums. records revenues value-based arrangements Optum Health care businesses. agreements health plans deliver health care services. receives premium per-patient-month. single performance obligation premium revenues recognized health care services.


Company’s Medicare Advantage Medicare Part D premium revenues CMS’ risk adjustment methodology. premiums health plans health severity demographic factors. higher payments lower healthier. calculates premium data hospital. Company health providers collect submit data CMS deadlines. Company estimates premium revenues data. data review government audit regulators. See Note 12.


Company’s Optum Rx pharmacy services business majority revenues from products retail. revenues include cost dispensing fee customer co-payments. products billed transactions billing period. revenues recognized when prescriptions dispensed. Company contracts pay network pharmacy providers benefits. establishing prices determining drugs formulary listings pharmacies network revenues reported gross.


Services revenue products sold Optum. net patient billing rates contractual adjustments recognized provided. charges fees earns investment income funds. provides software consulting services contracts delivered over years. revenues recognized over measured progress.


Services revenue fees health care. fee contracts Company receives monthly fee per employee recognized as revenue services. customers retain risk health care Company administers funds physicians from-funded bank accounts. Company premium revenue medical costs Consolidated Financial Statements. fee-based Company provides coordination medical services transaction processing services access networks physicians hospitals. services performed contract period.


2023 2022 receivables $8. 6 billion $7. 1 billion. bad-debt expense contract assets liabilities deferred costs Balance.


years ended December 2023 2022 2021 revenue obligations.


December 31, 2023 revenue recognized performance obligations excluding one year less invoiced variable $11. 8 billion half recognized next three years.


Note 14 disaggregation.


estimate liability unpaid December 31, 2023.


Company re-examines medical costs estimates based submissions changes facts. complete information adjusts estimates includes changes. 90% claims settled within 90 days all within twelve months.


Medical costs payable include estimates obligations services claims not received processed paid. develops estimates services incurred not reported actuarial process. models consider time to processing seasonal variances contract rate changes activity trends membership volume


demographics technologies benefit business mix.


medical costs estimates Company applies estimation methods claims. recent two months estimates costs applying cost trend factors average costs prior months supplemented near-term completion factors estimates percentage incurred claims adjudicated. months prior applies completion factors claims estimate incurred claims.


cost includes dispensed unaffiliated customers home delivery community pharmacy pharmacies. Rebates unaffiliated clients accrued receivable reduction cost remitted recorded Consolidated Statements Operations reduction product revenue. includes personnel processing system sales maintenance professional services.


Cash equivalents liquid three months. fair value approximates carrying value short maturity. less one year short-term. long-term maturity. held-to-maturity reports amortized cost. investments available-for-sale reported fair value market prices. Equity investments measured fair value exceptions adjustments impairment transaction. Changes fair value recognized net earnings.


Company excludes gains losses debt securities reports income separate equity. gains losses identifies cost investment.


Company evaluates debt security credit impairment cash flows cost fair value financial condition prospects issuer operations. Credit-related impairments recorded allowance investment income. Non-credit impairments recorded income. impaired security cost impairment included in net earnings.


information change judgments. Company manages investment portfolio exposure issuer limits quality.


Company provides health insurance AARP Program Medicare Advantage Part D. include Medicare benefits hospital indemnity insurance 50 64 related products.


Company’s agreement with AARP program assets managed separately investment portfolio costs AARP Program. invested at discretion guidelines approved AARP. guarantee return AARP cash equal fair value. fund medical costs rate stabilization fund) liabilities AARP contract as current assets.


AARP accrue benefit AARP policyholders RSF balance. Company excludes Statements Cash Flows.


receivables manufacturers Medicare discounts accrued interest Company.


pharmacy businesses contract manufacturers provide rebates clients. accrues rebates contracts estimates. bill rebates monthly quarterly record medical costs. receives rebates two to five months after billing. December 31, 2023 2022 pharmaceutical manufacturer rebates $11. 0 billion $8. 2 billion.


expenses $2. $3. 5 billion 2023 2022.


Property equipment capitalized software cost depreciation amortization. Capitalized software internal materials services payroll costs.


Company calculates depreciation amortization. property software Furniture fixtures 3 10 years


Leasehold improvements lease term life.


Company leases facilities equipment long-term leases non-cancelable expire. commencement assets liabilities recognized present value future lease payments obligations. interest incremental borrowing rate lease term.


ROU assets lease liabilities Consolidated Balance Sheet.


goodwill Company performs impairment tests. qualitative factors carrying value unit estimated fair value. skip quantitative testing. estimates fair values discounted cash flows. assumptions internal external factors. financial projections cash capital income long growth rates discount rates. Comparative market multiples corroborate results cash flow. fair value less carrying value impairment recognized difference carrying goodwill.


no goodwill 2022 2021.


Company’s finite-lived assets impairment tests. indefinite-lived assets tested annually. no impairment 2023 2022 2021.


liabilities savings deposits$13. billion 2023 premium rebates AARP benefits customer balances.


short insurance contracts one-year term canceled 30 notice. Costs acquisition renewal charged.


Redeemable noncontrolling interests subsidiaries temporary equity. options unowned shares redeemable after. accretes redemption value earliest redemption date. redeemable difference carrying estimated redemption value material. table redeemable noncontrolling activity December 2023 2022 millions interests Net earnings Acquisitions,108 Redemptions Distributions Fair value adjustments


Company recognizes compensation share-based awards stock options restricted stock units service period retirement date. Restricted shares vest four years price. Stock options vest four years 10 years. fair value date grant estimated binomial option-pricing model. Employee Stock Purchase Plan employees purchase stock discounted price 90% market price end six-month purchase period. compensation recognized operating costs Consolidated Statements Operations.


Company computes earnings per share UnitedHealth Group by-average. determines diluted earnings adjusted for dilutive shares stock options restricted shares ESPP treasury stock method. assumes issuance shares assumed proceeds stock average market price. proceeds include employee unrecognized compensation cost. difference between issued purchased represents dilutive shares.


summary debt securities millions Cost Gains Losses Value December 31, 2023 Debt securities-sale. government agency obligations State,353 Corporate. mortgage securities Non. securities,786 debt securities-sale,451,895 Debt securities held-to-maturity. obligations State municipal Corporate Total debt securities held-maturity securities December 31, 2022 securities-sale. government agency obligations,093,809 State municipal,248 Corporate obligations.mortgage securities,379 Non-U.,784 debt securities-sale,664,321 securities held-to-maturity. obligations State municipal Corporate debt securities held-to-maturity debt securities,622,681)


investments mortgage rated December 31, 2023.


Company held $4. 9 billion $3. 7 billion equity securities December 2023 2022. venture employee savings Brazilian-income funds. $1. 4 billion $1. 5 billion health care. credit losses-maturity securities.


amortized cost value debt securities December 31, 2023-Sale-Maturity millions Value Due year,286 five,556 ten ten years U. S. mortgage-backed securities,296 Non-U. mortgage-backed securities,786 Total debt securities,451,895


value-sale debt securities unrealized losses type continuous loss Than 12 Months Months Greater millions Unrealized Losses December 31, U. S. government agency obligations,347 State municipal obligations Corporate obligations,186). agency mortgage-backed securities Non-U. agency mortgage-backed securities Total debt securities available-for-sale,107,726 December 31,.agency obligations(96),297 State municipal obligations Corporate obligations(893)(905)(1,798). agency mortgage securities(808) Non. securities debt securities-sale,899,750),320(1,914),219,664


unrealized losses December 31, 2023 30,000 40,000. believes principal interest securities fair value. losses caused by interest rate increases not credit quality. evaluates securities credit impairment fair value less than amortized cost. evaluated cash flows credit quality ratings no credit deterioration since purchase. intent to sell unrealized loss. losses temporary. allowance for credit losses 2022.


assets liabilities measured at fair value in Consolidated Financial Statements in Notes. classified into three levels hierarchy defined by GAAP. inputs fair value different levels categorized based on lowest level input significant. assessment significance requires judgment inputs.


hierarchy summarized


Quoted prices assets markets.


Level 2 observable inputs prices active markets inactive markets. limited information high variability quoted prices. interest rates yield curves volatilities credit corroborated market data.


Unobservable inputs market.


no transfers Level 3 2023 2022.


Nonfinancial assets liabilities subject adjustments Company impairment. 2023 2022 2021 recognized $276 million $211 million $840 million unrealized gains adjustments equity securities venture portfolio. no other significant value adjustments 2023 2022 2021.


methods assumptions estimate fair value classification financial instrument tables


Cash Equivalents. carrying value approximates value maturities less three months. Level 2.


Debt Equity Securities. values based on quoted market prices. Company obtains price from third-party pricing service uses inputs for fair value. derives prices through trades makes adjustments market information. For not may use quoted market prices discounted cash flow analyses inputs. Inputs include benchmark yields credit spreads default rates prepayment speeds nonbinding broker quotes. Company fair value performs quarterly analyses on prices. compares prices to secondary pricing. compares market values returns to market indices. internal price verification procedures reviews value adjustment to prices.


debt securities trade markets priced inputs Level 2.


value estimates Level 1 2 equity securities based quoted market prices data instruments transactions.


values Level 3 investments estimated management assumptions qualitative observations.


procedures third-party pricing validates assumptions inputs security pricing determines classification hierarchy.


Assets Under Management. debt securities investments AARP Program priced classified investments.


Long-Term Debt. estimated classified investments debt.


table fair value measurements Consolidated Balance Sheets Prices Markets Inputs Inputs Fair Carrying Value December 31, Cash equivalents,345 Debt securities-sale. government agency obligations State municipal obligations Corporate obligations. mortgage-backed securities Non-U. mortgage-backed securities Total debt securities Equity securities Assets management Total assets fair value,500 Percentage December 31, Cash equivalents,202,365 Debt securities available-for-sale.government agency obligations,809 State municipal Corporate obligations. securities Non-U. securities Total debt securities-sale,321 Equity securities,148 Assets management,087 Total assets fair value#30,545,018 Percentage assets


table fair value measurements values financial instruments Consolidated Balance Sheets Prices Active Markets 1) Inputs 2) Inputs 3) Fair Value Carrying Value December 31, 2023 Debt securities held-to-maturity debt December 31, 2022 Debt securities held-to-maturity debt,626


carrying amounts Consolidated Balance Sheets assets liabilities short-term. table.


property equipment software millions 2023 2022 Land improvements Buildings Computer equipment Furniture fixtures,113 depreciation,210 Property equipment Capitalized software amortization software,205 property software net,450,128


Depreciation property equipment 2023 2022 2021. Amortization capitalized software 2023 2022 2021 $1. 2. 9 billion.


Changes goodwill millions Health Insight Rx Balance January 1 2022,389,224,619,563,795 Acquisitions,158,623 currency Balance December 31, 2022,395,238,244,475,352 Acquisitions,121 Balance December 31, 2023,878,079,307,468,732


gross accumulated amortization net value intangible assets 31, 31, 2022 millions Amortization Customer-related,636(5,909),727,303,179,124 Trademarks technology(958),398 licenses certificates trademarks indefinite-lived,116,176 Total,473(7,279),194,538,137,401


acquisition date values lives intangible assets year millions Value-Average Useful Life Customer-related years years Trademarks technology years years years years finite-lived years years indefinite-lived licenses certificates trademarks intangible assets


intangible assets five years 31 2024 2025 2026,328 2027 2028,187


Amortization 2023 2022 2021. 6. 3. 2 billion.


table shows medical costs December 31,056,483 Acquisitions costs Current year,734,631 Prior years costs,842 payments current year,380),049)(165,524) prior years(27,176),864 payments(238,556),577),388) end period,395,056,483


years December 2023 2022 no factors. December 2021 driven lower care activity disrupted COVID-19.


Medical costs $22. billion $20. December 2023 2022. balance current.


incurred medical cost December 31, 2023 Medical Costs millions Years,476 2023,734,210 Cumulative Medical Payments millions,049) 2023,380)(420,944) liabilities 2022 medical costs,395


debt Value December $625 million. 750% February $750 million. 875% March. 500% June. million. 550% May million. 375% August $500 million. October $2,000 million. 750% July $750 million. 150% October $300 million. 700% December million. 250% $1,000 million. 100% million 150% million. 450% million. 375% $600 million. 700% May million. 950% October $1,000 million. 250% February,150 million. 850% June $850 million. 875% December million. 250% January million. $1,000 million. 875% August,250 million.February 2030,250 million.,500 million. 300%,500 million. 200% million. 350% February,500 million. 500% million. 625% July million. 800% March million. 500% June million. November,100 million. 875% February,250 million. 500% August 2039 $1,000 million. 750% May million. 700% $350 million. 950% February,500 million. May million. 625% November $502 million. 375% March 2042 $625 million. 950% October million. 250% March $2,000 million. 750% July. 200% million. 250% April million. 750% October,350 million.June 2048,100 million. December 2048,250 million. 700% August 2049,250 million. 900% $2,000 million. 250% 2051. 750% 2052. 875% February 2053.,250 million. 875% August 2059 million. 125% May. 950% 2062,500 million. February 2063,750 million. 200% April 2063 short-term borrowings


long-term. billion. 9 billion $188 million $192 million 2023 2022.


borrowings debt 31 2024,276 2025 2026 2027 2028,174,176


Commercial paper short senior unsecured debt. December 2023 interest. 4%.


Company has $6. billion. three. 364-day facilities 25 banks 2028 2026 2024. liquidity commercial paper program corporate purposes. December 2023 no amounts drawn. annual interest rates one Secured Financing Rate Adjustment 10 points spread credit ratings. 5. 8% to 8. 5%.


facilities covenants-shareholders’ equity not 60%. debt covenants December 31, 2023.


current income tax reflects revenues taxable deductible returns. deferred reflects net change assets liabilities excluding acquired businesses.


components income taxes December 31 millions Provision Federal#4,418 State local Foreign provision,213,377 Deferred provision(673 Total income taxes#5,968


reconciliation tax provision U. federal statutory rate income taxes years ended December 31 millions percentages Tax provision. federal statutory rate,114. State income taxes net federal benefit. Share-based awards excess tax benefit. Non compensation. Foreign rate differential. Other. Provision income taxes#5,968.#5,704.#4,578.


Deferred income tax assets liabilities differences tax rates laws. December 31 assets Accrued expenses allowances. loss Share compensation Nondeductible liabilities Non-U. tax loss Lease liability unrealized losses investments-domestic-non-U. Subtotal,061 valuation allowances deferred income tax assets liabilities. state intangible assets,712) Non. goodwill Capitalized software Depreciation amortization Prepaid expenses partnerships Lease right-of-use Other-non-U. deferred tax liabilities


Valuation allowances deferred tax. tax benefits federal state non-U. loss carryforwards. federal $125 million expire 2026 2042 $360 million indefinite state 2024 2043 indefinite. non-U. S. carryforwards indefinite. December 2023 non-U. carryforwards deferred tax $4. 5 billion.


December 2023 earnings non. subsidiaries reinvested. operations no. deferred taxes. remittance minimal.


reconciliation unrecognized tax benefits December 31 millions benefits#3,081#2,310#1,829 increases positions Prior decreases(21)(47) limitations lapses settlements(32)(20) end period#3,716#2,310


Company believes liability tax benefits $145 million audit settlements statutes.


Company interest penalties. 2022 2021 recognized $177 million $64 million $66 million interest penalties. $430 million $253 million accrued interest penalties tax positions. reconciliation. $2. billion unrecognized tax benefits tax rate.


Company files tax returns United States non-U. jurisdictions. completed exams 2016. 2017 2020 years review Compliance. subject state tax examinations 2014. subject examination non-U. jurisdictions 2015.


Company’s insurance HMO subsidiaries subject to regulations standards in jurisdictions. standards require maintain capital restrict timing dividends distributions parent companies. United States state regulations consistent with NAIC. permit dividends from surplus limited based on net income capital surplus. “ordinary paid without regulatory approval. If exceeds limit paid from surplus “extraordinary approval.


2023 HMO subsidiaries paid $8. billion $4. 9 billion extraordinary. 2022 $8. billion $7. billion extraordinary.


Company subsidiaries capital surplus $38. 5 billion December 31, 2023. requirements $18. 3 billion.


Optum Bank capital FDIC. December 31, 2023 believes met FDIC Capitalized.


Board authorization Company maintains share repurchase program. objectives optimize capital structure cost returns offset dilutive impact awards. Repurchases open market purchases transactions subject restrictions. June 2018 Board renewed repurchase program repurchase 100 million shares common stock. amend increase authorized shares.


summary common share repurchases December 2023 2022 Ended December millions repurchases shares average price share. 79. 67 cost authorized shares


June 2023 Board increased quarterly dividend $7. 52 $6. 60 share June 2022. future dividends Board market conditions.


2023 dividend payments Payment Date March 21. June 27. September 19. December 12.


awards non-qualified options restricted shares. 53 million shares 2020 Stock Incentive Plan. 17 million shares common stock.


Stock option activity December 2023 summarized table Exercise Price Contractual Life Intrinsic Value years Granted Exercised Forfeited end period.#4,451.####3,595 Vested end period####318.####4,430


share activity 2023 summarized millions-Average Grant Date Value Share Nonvested Granted Vested Nonvested


millions share Years Ended December 31, Stock stock options,325 Restricted date share shares#803#560 Employee Stock Purchase shares purchased Share-Based Compensation compensation expense tax#925#800 tax tax benefit share-based award exercises millions 31, 2023 Unrecognized compensation expense share awards,134 years compensation expense.


assumptions grant stock options Years Ended December Risk-free interest rate. 8% 4. 6%. 3%. 2% volatility. 7%. 6%. 8% dividend yield. 3%. 5%. Forfeiture rate. life years.


Risk-free interest rates. Treasury yields. volatilities stock implied exchange-traded options. dividend yields per share dividend. uses historical data option exercises forfeitures. lives options awards outstanding patterns.


Company offers 401 plan. Compensation 2023 2022 2021.


Company non-qualified deferred compensation plans salary. deferrals recorded long investments


liabilities Consolidated Balance Sheets. deferrals $1. 9 billion. 6 billion December 2023 2022.


lease costs. 4 billion. 3 billion. 2 billion 2023 2022 2021. Cash payments liabilities. 1 billion. billion. 9 billion Consolidated Statements Cash Flows. lease term discount rate 8. 7 years. 0%.


December 31, 2023 lease payments Lease Payments 2024 2025 2026 2027 2028,210 lease payments interest


Company guarantees service level contracts. standards fee dollar amount. amounts accrued guarantees December 31, 2023 2022 2021.


December 2023 Company health care regulatory approval closing conditions. capital indebtedness $6 billion.


December 22, 2023 Company operations Brazil investor approval. February 6 2024 loss $7 billion March 31, 2024 foreign currency losses.


Company legal inquiries class actions suits members providers customers regulators health. medical malpractice employment intellectual property antitrust privacy contract health care business practices.


Company records liabilities probable costs. Estimates costs legal regulatory matters difficult predict particularly indeterminate claims fines penalties damages novel legal theories regulatory policy large claimants early stages proceedings business practices. unable estimate losses reasonable possibility loss.


Company involved in governmental investigations audits reviews. CMS insurance health welfare departments attorneys Inspector General Personnel Management Civil Rights Government Accountability Office Federal Trade Commission. Congressional committees. Department Justice SEC IRS. Drug Enforcement Administration. Department Labor FDIC Consumer Financial Protection Bureau Defense Contract Audit Agency. international businesses foreign governments American non-U. businesses compliance Medicare risk-adjustment model. CMS selected plans for audits adjustments health plans.


February 14 2017 DOJ Company whistleblower 2011. unsealed February 15 2017 improper risk False Claims Act. February 12, 2018 court motion dismiss. May 2018 DOJ counterclaims 2018 partial summary judgment. March 2019 court denied dismissed counterclaims. estimate outcome procedural status.


2023 Company combinations $10. 2.


Acquired assets millions Cash Accounts receivable Property equipment long-term assets intangible assets,174 assets,602 Medical costs Accounts liabilities long-term assets,166 Goodwill,121 Redeemable Net assets,240


goodwill not deductible. preliminary purchase price allocations valuation analyses assets liabilities.


operations acquired entities included consolidated results acquisition. year December 31, 2023 impact revenues earnings material.


Unaudited revenues earnings December 2023 2022 January 1 immaterial.


Factors reportable segments economic characteristics senior management teams information. segments similar economic characteristics products services customers distribution processes regulatory combined.


products segments Employer Individual Medicare Retirement Community & State. share assets physicians professionals hospitals facilities information technology resources. UnitedHealthcare Employer Individual health benefit plans services. benefits hospital services South America. Medicare Retirement 50 older. Community & State economically disadvantaged medically underserved without employer-funded coverage. Health care delivery value-based care management wellness engagement financial services. health care high-quality care health needs digital platforms. Insight technology health care expertise services solutions. Hospital systems physicians health plans governments life sciences companies organizations performance efficiency costs. Rx offers pharmacy care services retail home delivery specialty community health pharmacy infusion purchasing clinical capabilities programs step therapy formulary management drug adherence disease therapy management.Optum Rx pharmacy complex digital pharmacy transparent pricing.


accounting policies Summary Accounting Policies 2). Transactions sales pharmacy Optum Rx care delivery Optum Health health Optum Insight. recorded at fair value. affiliated eliminated consolidation. Assets liabilities assigned segment pro-rata usage. Cash investments assigned working capital regulatory capital.


premium revenues CMS 40% 38% 36% 2023 2022 2021 generated UnitedHealthcare Medicare Retirement. U. S. customer revenue 97% revenues. Long-lived fixed assets 82% 81%. non-U. S. revenues UnitedHealthcare international businesses.


table presents reportable segment financial information millions Health Insight Rx Eliminations Eliminations 2023 Revenues unaffiliated customers Premiums,052,775,827 Products,214 Services,109,066,123 Total revenues unaffiliated customers,109,424 Total revenues affiliated customers,696,484,373 Investment income,251,089 Total revenues,360,319,932,373),622 Earnings operations,268,115,943Interest expense,246) Earnings before taxes,268,115,943,246),112 Total assets,943,432,173,094),720 Purchases property equipment software,199,386 Depreciation amortization,983 Revenues unaffiliated customers Premiums,374,157 Products,172 Services,917,551 Total revenues unaffiliated customers,818,363,176,775,314,132 Total revenues affiliated customers,883,288,936,760,347 Investment,107 revenues#249,741,174#14,581#99,773,760#182,768(108,347#324,162 Earnings operations,379#3,588#4,436,056,435 Interest expense(2,092) Earnings taxes,379#6,032,056(2,092),343 assets#107,094,950,090,476#147,516(8,905) Purchases property equipment software Depreciation amortization,427,400 Revenues unaffiliated customers Premiums#212,381,852,233 Products,246,437 Services,112,942,603 revenues unaffiliated customers,042,778,095,358,231,273 affiliated customers,234,779(2,013),867 Investment income revenues,899,065,199,314(2,013),565(90,867) Earnings operations,398,135,995,970 Interest expense(1,660) Earnings before income taxes,398,135,995,310 Total assets,967,474,868,181(8,284),206 Purchases property equipment software,454 Depreciation amortization####818,103


DISAGREEMENTS DISCLOSURE


maintain disclosure controls procedures Rules 13a-15 15d-15 Securities Exchange Act 1934 assurance information recorded processed summarized reported SEC rules accumulated communicated management financial officer decisions.


Annual Report Form 10-K management evaluated Chief Executive Financial Officer disclosure controls procedures December 31, 2023. concluded controls effective reasonable assurance level December 2023.


no changes in control financial reporting quarter ended December 31, 2023.


Management Financial Reporting 2023


UnitedHealth Group Subsidiaries Company responsible internal control financial reporting Rules 13a-15(f) 15d-15(f) Securities Exchange Act 1934. internal control system assurance reliability financial reporting preparation consolidated financial statements accounting principles. includes policies procedures maintenance records transactions dispositions assets assurance transactions recorded consolidated financial statements receipts expenditures authorizations management directors prevention unauthorized acquisition use disposition assets financial statements.


limitations internal control financial reporting prevent misstatements. projections effectiveness future risk controls compliance policies deteriorate.


assessed control financial reporting December 31, 2023. used criteria Sponsoring Organizations Treadway Commission Internal Control Framework. December 2023 Company maintained control.


Company’s firm audited financial reporting December 31, 2023 Report Item 9A.


shareholders Board UnitedHealth Group Control Financial Reporting


audited UnitedHealth Group subsidiaries December 31, 2023 Internal Control Integrated Framework (2013) Sponsoring Organizations Treadway Commission. Company maintained effective internal control reporting December 2023.


audited Public Company Accounting Oversight Board consolidated financial statements December 31, 2023 report unqualified opinion.


management responsible internal control financial reporting Report December 31, 2023. responsibility opinion control audit. public accounting firm registered PCAOB independent U. S. federal securities laws rules Securities and Exchange Commission PCAOB.


conducted audit standards PCAOB. standards require assurance internal control financial reporting. audit included understanding control risk material weakness testing evaluating design effectiveness other procedures necessary. audit provides basis opinion.


internal control over financial reporting assurance reliability financial reporting preparation financial statements for accounting principles. includes policies procedures maintenance records transactions dispositions assets assurance transactions recorded necessary preparation financial statements receipts expenditures with authorizations management directors assurance prevention of unauthorized acquisition use disposition assets financial statements.


quarter December 2023 directors officers Rule Exchange Act adopted terminated contract purchase sale securities Rule 10b5-1 non-Rule 10b5-1.


directors February 28, 2024 Charles Baker Hooper Collegiate Athletic Association UnitedHealth Timothy Flynn. McNabb KPMG Vanguard Group. Garcia Montgomery Rice. Global Payments. Morehouse School Medicine Kristen Gil Noseworthy. Alphabet. Mayo Clinic Stephen Witty UnitedHealth


Instruction Form 10-K 401 Regulation S-K officers Part I Item 1.


adopted code ethics principal executive senior financial officers accounting controller. Principles Ethics Integrity posted website. unitedhealthgroup. com. Code Part I Item 1 “Business. satisfy disclosure requirements amendments waivers posting website.


remaining information Items 401 405 407)(3) Regulation S-K 1-Election proxy 2024 Annual Meeting Shareholders information incorporated.


Items 402 407 Regulation S-K Compensation Compensation Governance Risk Committee Interlocks Insider proxy 2024 Annual Meeting information incorporated.


SECURITY OWNERSHIP STOCKHOLDER


table information December 31, 2023 shares common stock equity compensation plans Plan category Number securities issued options warrants Weighted-average exercise price securities remaining future issuance (excluding millions plans approved (1)#320##70 not approved Total


UnitedHealth 2020 Stock Incentive Plan 1993 Employee Stock Purchase Plan.


191,000 shares stock options assumed acquisitions. exercise price $356 term 3 years. administered plans. No future awards.


17 million shares common stock ESPP 53 million 2020 Stock Incentive Plan. Shares stock options appreciation rights restricted stock units performance awards.


Item 403 Regulation S-K Ownership Owners proxy statement 2024 Annual Meeting information incorporated.


Items 404 407(a Regulation S-K Relationships proxy statement 2024 Annual Meeting information incorporated.


Item 9(e Schedule 14A Fees Accounting proxy statement 2024 Annual Meeting information incorporated.


financial statements Item 8 report Independent Accounting Firm. Balance Sheets December 31, 2023 2022. Statements Operations December 2023 2022 2021. Comprehensive Income. Changes Equity. Cash Flows. Consolidated Financial Statements.


financial statement Item 15 Financial Information Registrant Company.


schedules regulations SEC not required inapplicable information included consolidated financial statements omitted.


exhibits filed Regulation. Company Annual Quarterly 10-Q Current 8-K Securities Exchange Act 1934 Commission File.


. Incorporation UnitedHealth Group Exhibit 3. Registration Statement Form 8-A Commission File. 1-10864 July 1 2015). Bylaws UnitedHealth February 23, 2021 Exhibit 3. Report Form 8-K. Indenture April 27, 2023 Wilmington Trust Company successor trustee Exhibit 4. February 4 2008,. Bank National Association Exhibit 4. File 333-149031. Indenture April 18 2023. Bank Trust Company. 875% Senior Notes 2038 Exhibit 4. Common Stock Exhibit 4. 5 Annual Report Form 10-K December 31, 2019. Group 2020 Stock Incentive Plan Exhibit 4. Registration Form S-8 SEC File June 1 2020.Agreement Restricted Stock Unit Award Executives UnitedHealth Group 2020 Stock Incentive Plan (2024. 3 Agreement Nonqualified Stock Option. 4 Agreement Performance-Based Restricted Stock Unit Award. 5 Agreement Restricted Stock Unit Award. 6 Agreement Nonqualified Stock Option. 7 Agreement Performance Restricted Stock Unit Award. 8 Agreement Restricted Stock Unit Award. 9 Agreement Nonqualified Stock Option. Agreement Performance-Based Restricted Stock Unit Award. 11 Agreement Restricted Stock Unit Award Executives UnitedHealth 2020 Stock Incentive Plan Exhibit 10. 2 Annual Report Form 10-K December 31, 2022. 12 Agreement Nonqualified Stock Option Award Executives 2020 Plan Exhibit 10. 3 Report 2022.Agreement Performance-Based Restricted Stock Unit Award Executives UnitedHealth Group 2020 Stock Incentive Plan Exhibit 10. 4 Annual Report 10-K December 31, 2022. Agreement Restricted Stock Unit Award 2020 Stock Incentive Plan Exhibit 10. 5 Report December 2022. Agreement Nonqualified Stock Option Award Incentive Plan Exhibit 10. 6 Report. Agreement Performance-Based Restricted Stock Unit Award Plan Exhibit 10. 7 Report 2022. 17 Agreement Restricted Stock Unit Award Executives Plan Exhibit 10. 2 Report December 31, 2021. 18 Agreement Nonqualified Stock Option Award Executives Exhibit 10. 3 December 2021. 19 Agreement Performance-Based Restricted Stock Unit Award Exhibit 10.UnitedHealth Group Annual Report Form 10-K December 31, 2021. Agreement Restricted Stock Unit Award 2020 Stock Incentive Plan Exhibit 10. 5. 21 Agreement Nonqualified Stock Option Award 2020 Stock Incentive Plan Exhibit 10. 6. 22 Agreement Performance-Based Restricted Stock Unit Award Exhibit 10. 7. 23 2011 Stock Incentive Plan 2018 Exhibit 10. 1 Report December. 24 Agreement Non-Qualified Stock Option Award Incentive Plan awards January 1 2016 Exhibit 10. 4 Quarterly Report September 30,. 25 Agreement Restricted Stock Unit Award Executives 2011 Stock Incentive Plan awards January 1 2016 Exhibit 10. 5 Quarterly Report September 30,.Agreement Performance Restricted Stock Unit Award Executives UnitedHealth 2011 Stock Incentive Plan awards January 1 2016 Exhibit 10. Quarterly Report September 30 2015). Agreement Deferred Stock Unit Award Non-Employee Directors 2011 Incentive Plan Exhibit. May. Deferred Stock Unit Award Non Directors 2020 Stock Incentive Plan Exhibit. December 31, 2021. Indemnification Agreement Exhibit. July 1. 2008 Executive Incentive Plan December 31, 2023. Executive Savings Plan. Long-Term Disability Program January 1 2021 Exhibit. 28. Non-Management Director Compensation October 1 2022. 29. Directors’ Compensation Deferral Plan (2023 Statement Exhibit 10.UnitedHealth Group Annual Report Form 10-K December 31, 2022. Parent Holdings. 2020 Stock Option Grant Plan Exhibit 10. 31 Report 2022. Healthcare. 2019 Omnibus Incentive Plan Exhibit 4. 3 Form S-8 SEC File October 3 2022. HCIT Holdings. 2009 Equity Incentive Plan Exhibit 4. File. Health Solutions. 2010 Equity Incentive Plan Exhibit 4. Amendment. File. Care Affiliates. 2016 Omnibus Long-Term Incentive Plan Exhibit 4. File March. Care Affiliates. 2013 Omnibus Long-Term Incentive Plan Exhibit 4. Amendment. March 27,. Care Affiliates.Management Equity Incentive Plan Exhibit 4. 5 UnitedHealth Group Amendment. S-8 SEC File March 27,. Care Affiliates. Directors Consultants Equity Incentive Plan Exhibit 4. 6 UnitedHealth Amendment. Advisory Board 2009 Stock Incentive Plan Exhibit 10. 8-K June 15. 2005 Stock Incentive Plan Exhibit 10. November. Employment Agreement June 7 2016, United HealthCare Services. John Rex Exhibit. Quarterly Report June. Employment Agreement February 3 2021 Andrew P Witty Exhibit 5. 8-K. Employment Agreement March 16 United HealthCare Services. Dirk McMahon Exhibit. Annual Report 10-K December 31, 2019.Employment Agreement May 31, 2017 United HealthCare Services. Dirk McMahon Exhibit 10. 45 Annual Report December 31, 2019. March 12, 2019. Dirk McMahon Exhibit 10. 46. Employment Agreement February 12, 2018 United HealthCare Services. Brian. Thompson Exhibit 10. 38 Report December 31, 2021. Agreement February 28, 2022 United HealthCare Services. Rupert M. Bondy Exhibit 10. 47. UnitedHealth Group. Accounting Firm. Attorney. Section 302 Sarbanes-Oxley Act 2002. 906. Group Dodd-Frank Clawback Policy December 1, 2023. Instance Document Interactive Data File tags Inline XBRL. Extension.XBRL Taxonomy Extension Definition. 101. Presentation. 104 Data Inline XBRL Exhibit 101.


management contracts compensation plans directors officers Item 601 Regulation.


Item 601 Regulation S-K holders long-term debt not filed. Company SEC.


Schedule Financial Registrant.


shareholders Board UnitedHealth Group Financial Statement Schedule


audited consolidated financial statements UnitedHealth Group Subsidiaries December 31, 2023 2022 three years December 31, 2023 internal control financial reporting issued reports February 28, 2024 included Form 10-K. audits included financial statement schedule Index Item 15. responsibility management. opinion. financial schedule presents information.


millions 2023 2022 Cash equivalents,346 Equity subsidiaries,692 notes receivable,201,286 Liabilities shareholders’ equity Accounts payable accrued liabilities,116 notes subsidiaries,699 borrowings debt,086,918,089,452-term debt maturities,387,838 Commitments contingencies Shareholders’ equity Preferred stock. no Common stock. shares 924 issued outstanding earnings,774,156 loss,027),393 UnitedHealth Group shareholders’ equity,756,772 liabilities equity,286


Years Ended December 31, Revenues Investment income revenues Operating costs Interest expense,231 Loss taxes,192) Benefit taxes Loss parent company Equity income subsidiaries,667,183 Net earnings,381,120,285 income,366 income,747,111


Years Ended December 31, millions Operating Cash flows,443,754,439 Investing Issuances subsidiaries Repayments Cash,728) Return capital parent company Capital contributions subsidiaries,472(747) Cash dispositions,787 Cash flows investing activities(8,291),373)(5,862) Financing Common stock repurchases),353,355 dividends(5,991),280 short-term borrowings,302) long debt,394 Repayments,150 Proceeds subsidiaries,188,223 Cash flows financing activities(8,642),668 equivalents,167 end$#776#266,167 cash flow Cash interest,257 income taxes,298


UnitedHealth parent information consolidated financial statements Form 10-K. accounting policies Note 2 Consolidated Financial Statements Part II Item 8.


. UnitedHealth stated cost equity earnings.


Dividends Capital Distributions. subsidiaries $18. billion $15. billion $10. billion 2023 2022 2021. 6. 4 billion. 2 billion 2021.


debt Note 8 Consolidated Financial Statements Part II.-term debt subsidiaries $1. 1 billion. 9 billion December 2023 2022.


borrowings debt 31 2024,088 2025 2026,500,925 2028,002


UnitedHealth subsidiaries $9. $8. billion 2023 2022-demand.


subsidiaries guaranteed UnitedHealth insolvency. guarantees service level. guarantees December 31, 2023 2022 2021.


commitments contingencies Note 12 Financial Statements Part II 8.


Section 13 15 Securities Exchange Act 1934 registrant report signed undersigned.


GROUP ANDREW WITTY Executive


Securities Exchange Act 1934 report signed registrant capacities dates. ANDREW WITTY Chief Executive Officer JOHN REX Vice President Chief Financial Officer THOMAS ROOS Vice President Chief Accounting Officer Charles Baker Timothy Flynn Paul Garcia Kristen Gil Stephen Hemsley Michele Hooper. William McNabb III Valerie Montgomery Rice. John Noseworthy.


Visa digital payments. best. facilitate global commerce money movement 200 countries consumers merchants financial institutions technologies.


1958 payments consumers businesses. focused extending investing network VisaNet single connection point payment transactions multiple endpoints. global payment solutions services. products services secure reliable efficient money movement. consumers financial institutions merchants. “four-party” model. broadened digital banks digital wallets financial technology companies governments non organizations. provide transaction processing services authorization clearing settlement financial merchant clients VisaNet. 2023 276 billion payments cash transactions processed million transactions per day. 213 billion processed by Visa. offer Visa-branded payment products credit debit prepaid cash. 2023 total payments cash volume $15 trillion 4. 3 billion payment credentials card accounts 130 million merchant locations. open partnership approach access global network technology capabilities.partner traditional emerging players expand payments ecosystem businesses. accelerating migration digital payments network strategy. single connection point money movement businesses governments consumers regardless network. complex payments ecosystem. person-to government-to. provide value services issuing acceptance risk identity open banking advisory services. invest promote brand advertising sponsorship initiatives International Olympic Committee International Paralympic Committee National Football League. assets payment innovations.


includes 30 million locations payment facilitators technology merchants. Data Visa June 30, 2023.


Item 7 reconciliation non-GAAP.


Visa C2B transaction consumer purchases goods merchant Visa. merchant presents data acquirer bank for verification processing. acquirer presents Visa sends issuer authorization. issuer posts account pays acquirer equal value minus interchange reimbursement fee. acquirer pays minus merchant discount rate merchant.


Visa money 200 countries consumers merchants institutions government entities.


net revenues 2023


REVENUES Earned client Visa


DATA PROCESSING REVENUES authorization clearing settlement risk identity network access maintenance processing


REVENUES-border currency conversion


recalculate rounding.


see Item 7 Note Accounting Policies 8 revenues.


Visa provides processing non card transactions. gateway routing networks. provide authorization clearing settlement services before. Visa data processing revenues. Visa-branded card transactions provide authorization clearing settlement earn service data processing international other revenues. payment processors use network transactions. earn service data processing. earn service revenues.


Visa not financial institution. issue cards extend credit set rates fees for earn revenues credit risk. Interchange reimbursement fees reflect value merchants products costs benefits. paid by acquirers to issuers. default. set independently from revenues issuers acquirers. acquiring clients fees. Visa sets fees acquirers. fees not derived from fees MDRs.


revenue payments services fortify foundations business model.


revenue payments flows value services.


moving trillions consumer spending cards digital accounts.


growth products credit debit prepaid.


digital credentials access pay goods. financial co-brand fintechs affinity partners.


cards digital credentials allow purchase deposit accounts. without cash checks line credit. Visa/PLUS Global ATM network provides cash access banking 200 countries partnerships financial institutions ATM operators.


cards digital credentials balance funded governments. reloadable payroll government disbursements healthcare gift travel. Visa-branded financial inclusion traditional banking.


enable payments digital commerce payments ecosystem. examples Tap Pay


improve user experience face-to-face contactless payments tap pay card emerged preferred countries. adoption growing consumers expect touchless payment experiences.


50 90 percent contactless 100 tap pay 50 percent. 76 percent contactless 2023. Visa surpassed 40 percent contactless 520 million tap-to-pay cards. activated 750 contactless projects. processed 1. 6 billion contactless transactions 30 percent.


Visa Token Service trust digital commerce. consumers digital transactions ecosystem authorization fraud experience. 16-digit Visa numbers token surrogate account number cryptographic information. payment transactions online.


network tokens. year 2023 Visa provisioned. billion tokens surpassing physical cards. secure money movement.


Click to Pay simplified cardholder checkout experience data between. Based EMV® Secure Remote Commerce standard standardized streamlined approach checkout devices. goal digital payments secure reliable interoperable checkout.


flows money Visa’s. money consumers businesses governments P2P B2C B2B G2C payments.


Visa Direct funds cards accounts digital wallets 190 countries. supports P2P payments transfers payouts merchant settlements refunds.


Visa Direct 70 10 real 15 networks five gateways. billion cards wallets. processed 7. 5 billion transactions 2,800 programs. 500 partners 65 cases. DailyPay i2C PayPal TabaPay Venmo Western Union Visa+ P2P apps.


investing Visa+ Visa Alias Directory Service link aliases payment credentials collaborating mobile providers expand Visa Direct deliver stronger domestic cross-border payment connection.


expanding network B2B payments. card non-card cross-border digitizing. commercial payment solutions business corporate virtual digital credentials non-card cross-border B2B disbursement accounts industry segments. efficiency controls automation commercial government travel invoice payables.


Visa B2B Connect multilateral cross-border network transactions origin beneficiary bank settlement payments clients. reliable flexible data-rich secure cost-effective. 100 countries.


Treasury Visa Cross-Border Solutions global strategy infrastructure cross-border products visibility speed security. solutions cross-border payments Currencycloud platform real rates virtual accounts liquidity settlement.


services diversify revenue network deepen relationships solutions networks.


Visa DPS largest Visa debit. multi-network services fraud mitigation dispute management data campaign management digital solutions contact center services. API cases modular digital payments.


provide services digital solutions issuers account controls digital issuance branded experiences. Visa provides loyalty benefits cardholder experiences Buy Now, Pay Later (BNPL) capabilities. payments equal payments. Visa installments BNPL solutions clients providers installment options.


Visa Acceptance Solutions Cybersource services merchants payment processing. acquirers providers vendors merchants improve mitigate fraud lower costs adapt business requirements. fintechs global payment management platform. payment integrations ecommerce tailored commerce experiences. omnichannel solution cloud-based innovation sale.


Visa provides secure services merchants acquirers friction acceptance. Global Urban Mobility Visa contactless payments Visa Account Updater. dispute management services network-agnostic solution Verifi.


risk solutions decisions authentication. omnichannel commerce digital payments fraud prevention trust. Visa Advanced Authorization Secure Risk Manager Decision Manager Consumer Authentication Service payment-decisioning CardinalCommerce fraud prevention security.


strategy Visa expertise fraud challenges working operators financial institutions. fraud prevention tools network programs payment ecosystem investments technology prevent detect mitigate threats. expertise core benefits


Visa network. security identity tools payment intelligence law enforcement engagement institutions merchants payment security challenges.


March 2022 Visa acquired Tink AB open banking platform fintech open banking. capabilities data access verification payment-to-account transactions payments. businesses deliver services.


Visa Consulting Analytics payments arm Visa. payments expertise analytical models economic insights recommendations solutions business decisions outcomes. offers services issuers acquirers merchants fintechs partners acquisition to retention. Managed Services recommendations value services.


fortifying foundations business model technology security brand talent.


network strategy moving money endpoints networks single connection point providing value services transactions. interoperability. opening using networks enabling new money. Visa B2B Connect Visa Direct Visa+.


platforms software hardware data centers telecommunications infrastructure. four data centers high network connectivity power cooling continuous availability. secure reliable service.


multi-layer security approach includes program data security software identity access controls unauthorized advanced cyber detection response. deploy security tools clients. invest cybersecurity. data confidentiality network service availability risk.


payments fraud team monitors threats attacks.


Visa’s brand value clients financial institutions merchants partners expressions products services innovative marketing efforts. events FIFA Women’s World Cup Olympic Paralympic Games Super Bowl.


talent. grew workforce 26,500 28,800 2023 9 percent. turnover 6 percent 2023. employees 80 countries 55 percent outside U. 58 percent men 42 percent women 36 percent leadership. 42 percent Asian 8 Black 13 Hispanic 3 Other 35 percent White. 18 percent Asian 6 Black 13 Hispanic 3 60 percent White.


Visa’s growth agenda focused enhancing expertise. enhanced development program senior leaders technology apprenticeship program. committed providing tools artificial intelligence portal searchable knowledge base customized results solutions. enhanced mental well retirement benefits priority.


dedicated employees valued. engagement survey employees wanted opportunities. Visa developed program peer-to-peer recognition. UPLIFT recognition platform celebrate achievements send e-cards journey automated networking tool. recognition categories grounded behaviors employee value Leadership Principles. engagement peer recognition increased monthly active users 78 percent September 2023 45 percent 2022. enhanced platform employees recognize uplift each other.


Visa committed pay equity conducts analyses. committed transparency launched total rewards statements United Kingdom rewards value. plan introduce statements U. S. 2023 Proxy Statement website visa. com enhanced workforce disclosures 2022 EEO-1 Report Environmental Social Governance) Report. Information.


Fintechs growth Visa uplift best. payment experiences flows. work fintechs opened points acceptance extended credit-border money moved B2B spend expedited payroll digital wallet. portfolio fintech partners diverse. signed 500 commercial partnerships


fintechs early increase 25 percent.


Visa programs digital onboarding tools. Fintech Fast Track flagship program financial features card Visa Direct. streamlined onboarding turnkey access ecosystem partners. fintechs.


Visa Ready payment security. Fintech Partner Connect clients fintech providers. startup Everywhere early-stage companies payment solutions. manages She’s Next Empowered Visa Africa Fintech Accelerator underrepresented.


Visa explores value. Mergers acquisitions joint ventures investments development partnerships priorities. applies business analysis acquisitions network services growth.


2023 acquire Pismo cloud-native Latin America Asia Europe. subject conditions regulatory reviews approvals.


Visa committed responsible ethical inclusive sustainable. digital payments empower businesses communities corporate responsibility sustainability topics expectations performance transparency. purpose uplift best pay. empowering people economies securing commerce protecting customers investing workforce protecting planet operating responsibly. 2022 ESG Report CRS resources visa. com/esg.


own manage Visa brand acceptance security convenience speed reliability. Visa trademarks important. registrations valid indefinitely. clients access agreements payments. own patents applications pursue emerging technologies. rely patent trademark copyright secret laws. confidentiality procedures contractual provisions protect proprietary technology.


global payments industry. competitors compete Visa’s. Technology innovation habits ecommerce mobile payments blockchain digital currencies. new entrants


depart models. evolving local networks processing competition.


compete payment. paper cash checks electronic payments. competitors


Global Multi-Regional Networks offer branded card payment products merchant locations. American Express Discover JCB Mastercard UnionPay. competitors regions Discover. JCB countries UnionPay. Risks—Government obligations restrictions international payments prevent China India. Visa largest retail funds transfer.


chart compares network Express Club Discover Payments,668#243#312#6,568,108#1,553#258#320#8,177 Transactions#150 Cards,160#133##80#153,713


Express Diners Club Discover JCB Mastercard Nilson Report 1241. prepaid cards. JCB estimates. Mastercard excludes Maestro Cirrus.


volume payments cash. Cash balance transfers convenience checks.


Local Regional Networks government. owned financial institutions processors. debit payment local acceptance recognizable brands. NYCE Pulse STAR. Interac eftpos.


Alternative Payments Providers closed commerce BNPL solutions cryptocurrency platforms payments ecommerce mobile expanding physical point sale. process payments in-house transfers electronic funds Visa. partner competitor Visa.


Real-time Payment (RTP Networks launched markets driven government sponsorship regulatory initiatives. FedNow. PIX United Payments Interface alternative payment card. focus domestic transactions varying. PayNow Singapore UPI India cross networks compete. compete Visa consumer payments. value added services risk management.


Digital Wallet Providers expand payment additional ways. Visa volumes funded non-card payment. RTP networks competition.


Payment Processors third-party networks issuers acquirers. compete Visa transactions. benefit mandates


. Interchange Fee Regulation competition networks processors third parties Visa transactions issuers.


compete. Visa Direct B2B Connect RTP wires. networks commercial. competition clients experimenting B2B blockchain payments.


Value Added Service Providers face competition alternatives. technology information governments merchant services. integration generative AI offerings risk monitorization digital identification. Regulatory initiatives competition.


believe security convenience speed reliability credentials acceptance footprint succeed. understand needs markets partner financial institutions merchants fintechs governments NGOs business organizations solutions. network strategy movement money. Visa global brand payment products services processing.


global payments technology company subject complex regulations products. significant regulations discussed below. Item 1A—Regulatory Risks.


Anti-Corruption Laundering Sanctions subject anti-corruption laws. Foreign Corrupt Practices Act UK Bribery Act improper payments foreign officials unfair advantage. anti-money laundering-terrorist financing laws. Bank Secrecy Act. economic trade sanctions Foreign Assets Control. permit institutions sanctions Cuba Iran North Korea Syria Crimea Donetsk Specially Designated Nationals Blocked Persons issue Visa cards transactions products.


Government Market Participation Restrictions governments China India Thailand Vietnam domestic payments providers local ownership data localization processing.


Interchange Rates Fees jurisdictions debit credit interchange rates. U. Dodd-Frank Wall Street Reform Consumer Act limits. European Union IFR limits Reserve Bank Australia Central Bank Brazil interchange.


Internet Transactions jurisdictions monitor filter restrict gambling digital currencies purchase cigarettes alcohol controversial types.


Network Exclusivity Routing. Dodd-Frank Act limits exclusivity merchant routing debit prepaid. jurisdictions payment brands.


No-surcharge Rules merchants higher prices Visa. varies market Visa product impacted litigation regulation legislation.


Privacy Data Protection operations privacy data use security regulations impact products services. regulators laws Visa cybersecurity data-handling practices privacy rights impose obligations data.


Oversight Payments Industry Visa financial oversight jurisdictions. Federal Banking Agencies Visa laws. financial institutions. Federal Reserve Board Comptroller Currency Federal Deposit Insurance Corporation National Credit Union Administration. Visa examined Consumer Financial Protection Bureau Visa. Central banks Canada Europe India Ukraine UK Visa retail payment system financial stability regulations. oversight banking authorities Brazil Hong Kong.


United Kingdom Regulations Visa regulation EEA UK.


EU regulations impact business. IFR regulates interchange rates Visa separate payment card processing network exclusivity routing. National authorities IFR. subject regulations privacy data protection anti-bribery-money laundering anti-terrorism sanctions. Payment Services Directive (PSD2) account access non-financial. PSD2 authentication operational complexity. Visa Europe oversight European Central Bank authorities.


Visa Europe Recognized Payment System Bank of supervisory powers requirements governance risk management stability financial system. regulated Payment Systems Regulator business practices systems rules fees competition innovation payment systems service-users. Post-Brexit UK adopted European regulations IFR PSD2. PSR Visa compliance IFR.


Sustainability governments laws regulations responsibility sustainability transparency reporting. Regulations mandated reporting. climate financial disclosures.


Regulatory Developments agencies mobile tokenization access rights non money transfer identity theft account management disclosure security marketing business.


PSD2 Europe countries Australia Brazil Canada Hong Kong Mexico access rights third-party processors consumer data financial. negative business regulations.


corporate website visa. com. annual 10-K quarterly 10-Q current Form 8-K proxy statements amendments U. S. Securities Exchange Act 1934 viewed sec. gov investor relations website. Securities Exchange Commission. post financial information investor relations website. corporate responsibility sustainability initiatives visa./esg. not incorporated filings SEC.


subject regulations harm business results.


global payments technology company subject complex regulations. See Item 1—Government Regulation. impact limit affect contractual arrangements increase compliance costs technology. differing rules interchange reimbursement rates preferred routing domestic processing localization currency conversion point-sale transaction privacy data use licensing product technology. Visa operating rules contractual commitments differ country product. Complying increases costs reduces revenue.


varying regulations worldwide adjusting product services fees business. compliance programs policies support compliance with regulations anti-money laundering anti-corruption competition money transfer services privacy sanctions adjust as regulations evolve. guarantee practices compliant regulatory authorities. controls fail out of compliance damages penalties investigations damage brands reputation. regulatory focus payments industry impact Visa products volume payments revenues brands competitive positioning intellectual property quality countries consumers merchants harm business financial results.


scrutiny global payments fees discount rates rules risk harm business.


Regulators authority regulate payments industry. See Item 1—Government Regulation. U. S. jurisdictions historically set default interchange reimbursement fees. revenue fees fees paid acquirers issuers reverse fees payments providers important determinant volume transactions. changes fees affect payments volumes revenues.


Interchange reimbursement fees operating rules practices government regulation central banks. Federal Reserve cap. debit interchange reimbursement rate institutions 21 cents 5 points fraud adjustment 1 cent. Dodd-Frank Act limits network exclusivity preferred routing debit prepaid impacts business. Federal Reserve. October two unaffiliated networks routing transactions by July 1, 2023. October 2023


Reserve proposal debit interchange rates automatic adjustment two years. interest regulation credit interchange fees routing Congress state legislators. June 2023 legislation reintroduced. House Representatives Senate banks two unaffiliated networks credit. legislation introduced previous Congress 2022 failed law. current legislation bipartisan support outcome unclear sponsors advocate passage. IFR credit debit interchange fees cross-border (30 20 points. states reduce. Commission impact assessment lower caps expansion regulation products services fees. countries Latin America Argentina Brazil Chile Costa Rica. Pacific Reserve Bank Australia interchange rates debit. co-badging merchant routing dual network debit cards. New Zealand Parliament legislation capping interchange rates. governments India Costa Rica Turkey regulation MDR economics.focus interchange MDR regulation domestic rates cross-border rates. 2019 settled cross-border interchange rates European Commission. 2020 Costa Rica cross-border interchange rates. Cross-border MDR regulated Costa Rica Turkey. June 2022 PSR initiated market reviews post-Brexit interchange rates scheme processing fees. increased lobbying regulatory interest network fees UK Europe Chile. Argentina Chile Colombia Dominican Republic Paraguay Peru South Africa intervention filed claims network rules restrictions cross-border. New Zealand government pre-approval impact. regulations networks Visa products brand marks intellectual property. innovations payment technology regulatory influence. tokenization push payments. B2B Connect licensing authorization requirements. businesses regulated payment institutions money transmitters licensing supervisory requirements.requirement scheme costs commercial innovation product strategies.


Regulators approaches payments industry. development one jurisdiction may influence. risks new law regulation affect business. settlement with European Commission on cross-border interchange rates attention regulators. new regulations may prompt extend


regulations product offerings. credit payments similar debit. RBA capped credit debit.


set default interchange reimbursement rates issuers acquirers find system less attractive. increase attractiveness other. issuers react fees reducing benefits products less appealing. acquirers charge higher MDR Visa merchants accept products steer alternative systems. reduce expense issuers obtained incentives reductions fees impacts revenues.


subject central bank oversight Brazil India UK EU. regulatory powers. oversight governance reporting licensing cybersecurity processing infrastructure capital credit risk management. policies settlement liquidity risks capital financial resources risk management governance. oversight criteria member participation merchant access payments system.


policymakers regulatory bodies U. Europe exploring competition laws digital economy restricting large technology companies mergers acquisitions competitors prohibiting self-preferencing behaviors. focus regulation large technology e-commerce social media companies payments networks limit products.


Government obligations restrictions payments prevent providers China India.


Governments shield domestic payments providers competition market access barriers regulations. policies affect competition impair international payments networks. authorities domestic providers mandate payments data processing prevent end-to-end processing.


UnionPay processor domestic domestic acceptance mark. filed application People’s Bank May 2020 operate Bank Card Clearing Institution timing steps approval uncertain. no guarantee license domestic networks. Co-badging co regulations challenges Visa. banks dual-branded cards UnionPay Visa international. dual-branded cards out new licenses. working Chinese issuers Visa-only branded cards international travel domestic transactions license. phase out dual-branded cards decreased payment volumes impacted revenue.


UnionPay grown China pursuing expansion pressures routing rule


Visa routed VisaNet. regulatory barriers UnionPay Alipay WeChat expanded ecommerce cross-border payments. NetsUnion Clearing Chinese digital routing system competitive advantage international.


Regulatory initiatives in India data localization mandate suggest nationalistic priorities cost implications affect domestic payments providers. inability requirements impact business. Europe European banks launch pan-European payment system Payments Initiative (EPI). account-to-account payments reduce risks disintermediation European providers international reliance international payments networks. regional Gulf Cooperation Council Southeast Asia. participation transactions. African Development Bank national payment systems. South Africa on-shore processing domestic transactions. Geopolitical events sanctions trade tensions intensified activities affect business. U. S. European sanctions against Russia. payments networks Visa suspend operations countries concerns reliance on U. S. financial services domestic solutions. Russia called for BRICS countries lessen on Western payments systems integrating payments systems cards across.


banks Argentina Australia Canada Brazil Europe Mexico developing RTP networks payment solutions domestic transactions. July 2023. Federal Reserve launched FedNow Service clearing settlement expects features. countries exploring cross-border connectivity. jurisdictions exploring digital currencies retail. currencies payments disintermediation.


inability manage end-to-end processing cards in countries. depend on relationships with clients providers. by regulatory requirements transaction routing on-shore processing. national laws domestic providers processing may increase costs decrease payments volumes revenue Visa products global processing quality restrict activities limit growth products force leave countries markets create competitors harm business.


Laws personal impede services costs claims fines.


business on movement data across borders. Legal requirements collection storage handling security personal data subject to privacy protection requirements. efforts with. regulations international laws increase complexity expenses divert resources from limit services.


privacy laws include restrictions sensitive data notification compliance audit obligations. laws inconsistent conflicting requirements uncertain regulatory environment. Noncompliance penalties legal liability. Enforcement actions investigations data security privacy violations increasing. Europe Data Protection fines.


subject to laws regulations governing development deployment AI technologies. evolving no single global regulatory framework for AI. market assessing consumer protection laws AI. uncertainty on new laws existing laws AI. face challenges complexity changing AI technology laws. use AI learning risks. risks intellectual property personal information flaws in algorithms training. use deployment ethical considerations AI. governance frameworks not risks.


tax examinations disputes.


exercise judgment estimates income taxes liabilities. tax estimates factors limit accuracy. under U. S. Internal Revenue Service Revenue Customs tax authorities examinations. authorities disagree tax treatment increase tax liability. Failure harm cash flow financial position. changes laws. foreign jurisdictions digital services taxes changes Organization Economic Cooperation Program Work profit allocation affect tax rate. increase tax payments financial results. See Note 19—Income Taxes consolidated financial statements Item 8.


affected litigation investigations.


involved in litigants governments enforcement bodies violations competition antitrust consumer protection privacy intellectual property law. significant actions in Note 20—Legal Matters financial statements Item 8. actions uncertain expensive disruptive operations. liable large class action lawsuit antitrust. liability government investigation pay awards settlements fines. settlement terms judgments orders pressures harm business default interchange reimbursement rates Visa operating rules fees pricing. influence regulators investigators governments civil litigants lead additional actions against Visa. required to indemnify entities for litigation.


actions U. S. Note. Europe Responsibility Plans Note 20—Legal Matters financial statements Item 8 financial protections


retrospective responsibility plans. two different protections mechanisms. failure settlements judgments losses liabilities harm financial condition cash flows insolvent.


face industry.


global payments space competitive. technology expectations new competitors emerge roles. products compete cash checks electronic virtual currency global networks domestic digital wallets alternative payments providers ecommerce mobile. complex competition clients providers fintechs digital payments technology companies governments. developing national schemes RTP networks payment platforms.


competitors may acquire develop technology delivery channels financial resources. offer programs products services. advertising marketing strategies brand recognition use. develop better security solutions favorable pricing arrangements. adapt technological change alternative payment services less favorable financial terms VisaNet hurt financial results.


competitors different business models cost structures market segments. regulatory technological developments. government mandates countries. American Express Discover private-label card networks virtual currency providers digital Alipay WeChat Pay operate closed-loop payments systems direct connections merchants consumers. Government Dodd-Frank Act IFR Europe initiatives. Federal Central Bank of may create new competitors. regulation Europe under PSD2 IFR may require open access network reduce infrastructure investment regulatory burden. efforts finance requirements underway Australia Brazil Canada U. S. could impose requirements access financial data. risk of disintermediation emerging technologies mobile payments alternative payment credentials ledger technologies bilateral agreements entities network. merchants issuers processors issuers acquirers.


expect competitive landscape shift evolve. competitors clients network participants developing alternative payments systems mobile ecommerce P2P real-time faster ACH debits reduce role disintermediate processing services. Examples initiatives Clearing House faster payments system Early Warning Services


operates Zelle bank alternative network for faster funds real-time payments P2P corporate government disbursement bill pay deposit check transactions cryptocurrency. countries developing domestic networks switches RTP systems. Brazil India some government owns operates RTP systems. governments mandate banks merchants systems prohibit international networks risk business. (Latin America Southeast Asia Middle looking cross-border connectivity. India expanding digital infrastructure RTP system UPI cross-border payments. international networks like Visa unable participate in UPI. transactions may minimize eliminate position payments value chain. payment credentials tokens technologies migrate to alternative payment methods. •Participants may merge form joint ventures business combinations new services.standards cloud tokenization International Organization Standardization American National Standards Institute World Wide Web Consortium European Card Standards Group PCI Nexo costs Visa impact.


competitive landscape evolving risks new businesses products services practices. adjust local rules payment services agree arrangements Visa’s technology face operational costs risk litigation intellectual property. failure compete harm business future growth.


revenues profits client merchant base costly.


financial clients merchants reassess commitments develop services. issue non-Visa products. terminate relationship short without early termination fees. revenues largest clients loss business harm business financial condition. see Note 14—Enterprise-wide Disclosures Concentration Business consolidated financial statements Item 8.


face competitive pressure. competition RTP networks lower pricing G20 Roadmap Cross-border Payments. adjust pricing incentives increase volume market segments regulatory changes expand Visa products. up cash payments fee discounts rebates credits


incentives marketing payments impact revenues profitability. incentives merchants acquirers routing preference. Market pressures pricing incentives discounts rebates moderate growth. cost productivity initiatives volumes harm revenues profits.


difficult costly to acquire business with financial institutions merchants relationships with competitors. more successful grow quickly than clients. consolidation acquisition largest clients by strong relationship business to competitor competitive disadvantage harm business.


lower costs practices harm business.


rely on merchants use acceptance Visa products. merchants groups influence global payments system U. Canada Europe acceptance costs lobbying legislation regulatory intervention filing lawsuits surcharging refusing Visa. increased compliance expenses decrease issuance consumer usage. U. stakeholders raised concerns payment security standards debit routing cost card acceptance. litigation. migration EMV-capable cards point-of-sale terminals. groups EMV certification process EMVCo Payment Card Industry Security Standards Council standards. merchants advocated for lower acceptance costs reduced interchange rates promotion benefits charging fees Visa-branded products impact transaction volumes revenues.merchants processors advocated changes Visa acceptance requirements Visa mandate PIN authenticated transactions differentiate Visa types impose surcharges Visa. impact usage decrease transaction volumes fee revenues regulatory enforcement litigation expenses harm business.


acquirers processors merchants ecommerce fintechs.


relationships with industry complex interests. depend on financial institution clients account holders merchants programs compete. provide incentives to merchants acquirers ecommerce platforms processors routing acceptance growth. engage payment card co-branding with merchants incentives. emerging fintechs enter payments industry role ecosystem issuer digital. relationships success relationships. depend on clients third parties network partners vendors suppliers to facilitate process transactions provide services adhere to operating rules laws. negative


holders Visa harm business reputation.


business harmed maintain enhance brand events damage brand brand disintermediation.


brand globally recognized key business. clients account holders associate brand with acceptance security convenience speed reliability. success depends on maintain value brand reputation payments elevate brand uphold corporate reputation. popularity of products developed technology financial government actions Visa-branded card transactions cause brand disintermediation ecommerce mobile decrease presence brand. reputation impacted by service disruptions data security breaches compliance failures by Visa failure meet expectations negative perception industry ill-perceived actions affiliations fraudulent illegal activities products. brand impacted products payment for controversial products services adult content cryptocurrencies firearms gambling. risks exacerbated if financial partners merchants maintain controls legality legal liability extended to ancillary participants in political debates commerce.maintain reputation brand harm relationships clients holders employees governments public impact business.


market health harm business.


half net revenues outside U. S. International cross-border revenues growth strategy. dependent payment transactions consumers governments businesses economic political health. Adverse macroeconomic conditions. recessions inflation interest rates unemployment currency fluctuations defaults energy prices slowdown trade reduced consumer corporate spending volumes transactions revenues. governments reduce fees costs. pricing measures financial pressures.


outbreaks COVID-19 health issues political uncertainties hostilities conflicts wars unrest climate events extreme weather power natural disasters operations clients suppliers activities-border travel spend. World Health Organization federal government COVID-19 risks business cash flows financial condition. effects difficult uncertainties resumption international travel indirect impact economic activity. countries electronic payments COVID-19 relief measures. rescinded expired


interchange MDR regulation intervention relief initiatives.


Geopolitical trends nationalism protectionism restrictive visa requirements economic sanctions tariffs trade restrictions expansion business operations. 2022 economic sanctions imposed Russia. European Union Visa clients. March 2022 suspended operations Russia generating revenue domestic cross-border. 2022 2021 net revenues Russia 2% 4% consolidated net revenues. war Ukraine actions Russia regional global economies business.


decline economic political health social conditions clients reduce cards accounts credit lines consumption revenues. clients implement cost-reduction initiatives marketing budgets decrease spending services. financial markets credit market credit rating increase borrowing costs capital credit markets liquidity capital resources increase cost capital.


governments investors stakeholders face pressures climate change environmental social topics implementing regulations imposing expectations investments disclosure commerce consumption behaviors. decline in cross-border travel spend volumes transactions currency exchange international revenues.


aspirations corporate responsibility sustainability affect results reputation.


subject to laws regulations sustainability climate change human capital inclusion diversity human rights. stakeholders governments customers employees investors expectations corporate responsibility. established CRS initiatives adopted reporting frameworks announced goals. change investments guarantee.


CRS objectives subject to risks outside control including evolving legal environment regulatory requirements tracking reporting actions suppliers partners third parties. regulators proposed rules standards business. CRS standards reflect conflicting values practices judged by standards evolving. methodologies reporting CRS data updated adjusted availability quality changing assumptions changes operations. lack of consistent comparative data. new laws regulations stringent increased compliance burdens costs.


stakeholders differing views CRS goals initiatives negative attention negative response. face conflicting supervisory directives. authorities CRS issues Congress. state governments conflicting priorities. pressure


impacts inaccurate CRS practices diversion management proxy fights adverse impacts. adhere statements comply CRS laws meet stakeholder expectations standards business reputation financial results.


indemnification obligation losses risk liquidity.


indemnify issuers acquirers settlement losses failure obligations Visa rules. indemnify transaction processed. indemnification creates settlement risk timing difference payment transaction settlement. indemnification limited to unsettled Visa card transactions subsequent amounts adjustments transactions. Changes credit standing settlement failures insolvencies systemic operational failures expose liquidity risk impact financial position. liquidity failure recover payment. losses business. Note 12—Settlement Guarantee Management consolidated financial statements Item 8.


anticipate technologies payments harm business growth.


global payments industry technological change mobile proximity in-app payment technologies ecommerce tokenization cryptocurrencies distributed ledger blockchain cloud-based encryption authorization authentication biometrics FIDO 2. 3D Secure 2. dynamic cardholder verification. expect new services technologies including Visa. generative AI solutions for Visa clients suppliers merchants partners serve consumers. adoption AI introduce security risks payments. work with third parties development new technologies. difficult predict. new technologies intellectual property lawsuits development licenses design changes. If adapt technologies could harm decrease value products impact intellectual property licensing rights business future growth.


disruption networks cyber-attacks harm business.


cybersecurity processing systems financial institutions merchants providers errors interruptions delays damage power outages hardware software network failures viruses ransomware errors cyber-attacks terrorism workplace violence catastrophic events disasters climate change. risk third party suppliers supply disruptions. extended disruption processing technology services.


visibility in global payments industry risk. cyber-attack attempts. impacted by breaches financial institutions merchants third service providers. nation states attacks financial clients merchants issuers data security breaches Visa holders. increase online banking ecommerce employees remotely COVID-19 increased cyber payment fraud activity DDoS phishing social engineering. attacks breaches fraudulent activity financial losses to clients.


evolving cybersecurity threats advanced cyber-attacks targeted attacks against employees partners. insider phishing deepfake social engineering internet compromise confidentiality availability integrity data third-party providers. tactics techniques procedures unauthorized access systems change complex difficult to detect anticipate. cybercriminals advanced capabilities zero-day vulnerabilities new generative AI. security measures procedures consumer data not counter all security breaches cyber-attacks system failures. mitigation efforts dependent on third parties contractual standards vulnerabilities security defects hardware software services error lack malware prevention. Despite security measures no assurance prevent threats.


global Visa subject to complex cybersecurity regulations incident reporting requirements jurisdictions. short timeframes risk Visa meet deadlines. compliance to monetary damages penalties litigation damage reputation brand.


events disrupt operations impact clients consumers damage reputation brand litigation violations privacy regulatory review investigations fines penalties business practices decrease use acceptance volume revenues growth prospects costly time consuming difficult. recover functions assets data continuity program. insurance coverage cover losses claims.


achieve acquisitions ventures face risks uncertainties.


make acquisitions strategic investments enter joint ventures. achieve benefits involve risks uncertainties •disruption business diversion resources attention


expected investment expenses develop integrate entities joint ventures data security cybersecurity operational resilience susceptible cyber incidents implementing controls procedures policies integrating new employees business cultures systems technologies retain employees clients partners foreign risks integration operations across cultures languages •disruptions costs liabilities judgments settlements business pressures litigation investigations legal proceedings inability pursue litigation obtain government approvals burdensome economic political regulatory compliance risks new business new regions countries.regulatory risks see Item 1—Government Regulations Risks unidentified issues liabilities acquisitions joint ventures investments mitigate deficiencies liabilities entities issuance equity securities incurrence debt impact financial position benefits acquisitions.


pursue objectives exchange program divert resources attention business harm reputation.


attract hire retain workforce management.


talents employees key management vital to success. market for skilled workers leaders fintech technology cybersecurity competitive. management team experience difficult replace. may retain qualified employees employment terms competitive. changes laws travel work authorizations difficult impair attract hire retain employees. Failure attract hire develop motivate retain talent changing worker expectations flexible work models goals inclusive


culture address scrutiny inclusion diversity programs succession plan management maintain corporate culture innovation collaboration inclusion model design flexible work models impact workforce goals business objectives future success.


conversions B C stock into shares A voting dilution impact market price A stock.


market price class A common stock could fall. value B C tied to class A common stock. U. S. plan resolution. litigation class B common stock convertible into A. Europe plan Visa value series B C stock current potential litigation. C convertible to A 2028 (subject holdback claims. Conversion B C stock A common stock voting power stockholders. sale converted class A common stock impact market price.


Holders B C common stock preferred different interests transactions.


voting rights limited holders class B C common stock series A, B C preferred stock can vote on significant transactions. C transactions include consolidation merger exit core payments business vote Delaware law certificate incorporation amendments. see Item 7 potential exchange offer program. series A B C preferred stock voting rights limited to consolidations mergers holders receive shares equity securities not identical series B C securities cash property different class A. holders current former clients interests diverge from class A stockholders. corporate action conflict with.


Delaware law incorporation bylaws capital merger takeover.


in certificate incorporation bylaws capital structure delay merger takeover change control. person own 15 percent class A common stock unless competitor hold than 5 percent common stock affirmative votes class B C series A B C preferred stock required for consolidations mergers stockholders during meeting written consent


board Chairperson CEO stockholders owned year 15 percent voting power common stock special meeting.


September 2023 owned leased 144 office 82 countries four centers. Singapore. headquarters San Francisco Bay.


believe facilities suitable business.


Note consolidated statements Item 8.


Equity Stockholder Purchases Securities


class A common stock listed New York Stock Exchange “V”. November 8, 2023 316 stockholders. beneficial owners greater holders held brokers. no public trading market B C stock. 2023 1,106 381 holders B C.


October 24 2023 declared quarterly dividend $0. 52 share A stock payable December 1 2023 holders November 9, 2023.


funds continue quarterly dividends stock. payment dividends discretion board directors financial condition settlement indemnifications operating results cash needs.


table purchases common stock quarter September 30 2023 Shares Purchased Purchase Price Plans Value Shares Purchased millions July 1-31, 2023. 62,215 August 1-31 2023. September 1-30 2023. 94 Total.


taxes.


figures reflect transactions trade dates. impact repurchases recorded settlement dates.


Note Equity statements Item 8 repurchase programs.


Discussion Financial Operations


management’s discussion analysis results operations financial condition liquidity capital resources Visa Inc. subsidiaries factors recent earnings future earnings. consolidated financial statements notes Item 8.


discusses 2023 2022. Discussion Analysis Financial Condition Results Part II Item 7 Annual Report Form 10-K September 30 2022 Securities Exchange Commission.


Visa payments commerce money movement 200 countries consumers merchants institutions government. processing services authorization clearing settlement VisaNet network. products solutions secure reliable efficient money movement.


Financial overview. summary. S. GAAP non-GAAP results Years Ended September 30. 2021 millions share data Net revenues,653,310,105 Operating expenses,653,497,301 Net income,273,311 Diluted earnings per share. Non-GAAP operating expenses(2),481,387 Non net income(2),280,034,933-GAAP diluted earnings per.


recalculate rounding. Percentage changes unrounded.


reconciliation GAAP non-GAAP see tables.


Disruption Banking Sector. 2023. banks failed volatility markets. results. monitor operational risks settlement obligations.


Russia Ukraine. 2022 economic sanctions U. European Union Visa clients. March 2022 suspended operations generating revenue cross-border. 2022 2021 revenues Russia 2% 4% consolidated net revenues.


liquidity financial institutions war Ukraine difficult uncertainties Part I Item 1A. impact business.


fiscal 2023. revenues increased 11% cross-border transactions payments offset


incentives. Exchange rate revenues.


GAAP expenses increased 11% higher expenses personnel. Non-GAAP expenses increased 12% higher expenses.


. June 2023 Pismo Holdings cloud-native Latin America Asia Europe $1. billion. closing conditions regulatory reviews approvals.


. 2023 accruals $906 million. deposits $1. billion. escrow account. Note. Europe Responsibility Plans Matters financial statements Item 8.


exchange program. September 2023 engaging stockholders amendments Visa transfer restrictions class B common stock resolution. litigation. report Form 8-K SEC September 13, 2023.


repurchases. 2022 $12. billion repurchase. repurchased 55 million shares $12. billion. September 2023 $5. billion. October 2023 $25. billion multi-year flexibility. Note Equity Item 8.